S-3

As filed with the United States Securities and Exchange Commission on May 17, 2013

Registration No. 333-______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

TOYOTA MOTOR CREDIT CORPORATION

(Issuer of the TMCC Demand Notes and sponsor of the issuing entities described herein)

and

TOYOTA AUTO FINANCE RECEIVABLES LLC

(Depositor of the issuing entities described herein)

(Exact names of registrants as specified in their charters)

Delaware	95-4836519
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Katherine Adkins, Esq.

c/o Toyota Motor Credit Corporation

19001 South Western Avenue

Torrance, California 90501

(310) 468-3401

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

Reed D. Auerbach, Esq.

Bingham McCutchen LLP

399 Park Avenue

New York, New York 10004

(212) 705-7000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

From time to time after this registration statement becomes effective.

(Approximate date of commencement of proposed sale to the public)

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:    o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box:    x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.    o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer       o                                                                                                                               Accelerated filer                              o

Non-accelerated filer         x   (Do not check if a smaller reporting company)Smaller reporting company     o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee
Asset-Backed Notes	$1,000,000	100%	$1,000,000	$136.40
TMCC Demand Notes	$1,000,000(2)	100%	$1,000,000(2)	$0.00(2)

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457.

(2) The registrants previously filed a Registration Statement on Form S-3 (Registration No. 333-168098) (as amended, the “Prior Registration Statement”), which became effective on September 16, 2010.  There is $1,000,000 aggregate principal amount of unsold TMCC Demand Notes (the “Unsold Demand Notes”) registered under the Prior Registration Statement.  A filing fee of $71.30 was previously paid by the registrants in connection with the Unsold Demand Notes on July 14, 2010.  Pursuant to Rule 415(a)(6), the Unsold Demand Notes under the Prior Registration Statement are included in this Registration Statement.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

INTRODUCTORY NOTE

THIS REGISTRATION STATEMENT CONTAINS (I) A PROSPECTUS RELATING TO THE OFFERING OF ONE OR MORE SERIES OF ASSET BACKED NOTES BY VARIOUS ISSUING ENTITIES CREATED FROM TIME TO TIME BY TOYOTA AUTO FINANCE RECEIVABLES LLC AND (II) A FORM OF PROSPECTUS SUPPLEMENT RELATING TO THE OFFERING BY EACH SEPARATE ISSUING ENTITY OF A PARTICULAR SERIES OF ASSET BACKED NOTES DESCRIBED IN THE PROSPECTUS SUPPLEMENT.  THE FORM OF PROSPECTUS SUPPLEMENT RELATES ONLY TO THE SECURITIES DESCRIBED THEREIN AND IS A FORM WHICH MAY BE USED BY TOYOTA AUTO FINANCE RECEIVABLES LLC TO OFFER ASSET BACKED NOTES UNDER THIS REGISTRATION STATEMENT.

In addition, if and to the extent required by applicable law, the Prospectus and the related Prospectus Supplement will also be used after the completion of the related offering in connection with certain offers and sales related to market-making transactions in the offered securities.  In order to register under Rule 415 those securities which may be offered and sold in market-making transactions, the appropriate box on the cover page of the registration statement has been checked and the undertakings required by Item 512(a) of Regulation S-X have been included in Item 17 of Part II.

Subject to Completion, Dated [________], 20[__]

Prospectus Supplement to Prospectus Dated [________], 20[__]

This document is subject to completion and amendment.  This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or foreign jurisdiction where the offer or sale is not permitted.

$[__________]

Toyota Auto Receivables 20[__]-[__] Owner Trust

Issuing Entity

Toyota Auto Finance Receivables LLC

Depositor

Toyota Motor Credit Corporation

Sponsor, Administrator and Servicer

You should review carefully the factors described under “Risk Factors” beginning on page S-[__] of this prospectus supplement and page [13] in the accompanying prospectus. The primary assets of the issuing entity will include a pool of fixed rate motor vehicle retail installment sale contracts. The notes are asset backed securities issued by the issuing entity.  The notes represent the obligations of the issuing entity only and do not represent the obligations of or interests in Toyota Motor Credit Corporation, Toyota Auto Finance Receivables LLC, Toyota Financial Services Corporation, Toyota Financial Services Americas Corporation, Toyota Motor Corporation, Toyota Motor Sales, U.S.A., Inc. or any of their affiliates.  Neither the notes nor the receivables owned by the issuing entity are insured or guaranteed by any governmental agency.  This prospectus supplement does not contain complete information about the offering of the notes.  No one may use this prospectus supplement to offer and sell the notes unless it is accompanied by the prospectus. [The TMCC Demand Notes will be obligations solely of Toyota Motor Credit Corporation and will not be obligations of, or directly or indirectly guaranteed by, Toyota Motor Corporation, Toyota Financial Services Corporation or any of their affiliates.  The TMCC Demand Notes will have the benefit of credit support agreements as described under “TMCC Demand Notes—Credit Support.”]	The issuing entity will issue the five classes of notes described in the table below.  [Some or all of the Class [__] Notes will be retained by Toyota Auto Finance Receivables LLC or its affiliate on the closing date and may be sold at any time directly, including through a placement agent, or through underwriters.]  The issuing entity will also issue a certificate representing the equity interest in the issuing entity, which is not being offered hereby. The principal of and interest on the notes will generally be payable on the [__] day of each month, unless the [__] day is not a business day, in which case payment will be made on the following business day.  The first payment will be made on [________], 20[__]. Credit enhancement for the notes consists of a reserve account, overcollateralization, a yield supplement overcollateralization amount, excess interest on the receivables and, in the case of the Class A Notes, subordination of the Class B Notes (which will have a [____]% interest rate). [The issuing entity, the sponsor, the depositor and [insert names of underwriters] are “underwriters” within the meaning of the Securities Act of 1933, as amended, in connection with the sale of TMCC Demand Notes to the issuing entity.]
		Initial Principal   Amount	Interest    Rate	Accrual Method	Final Scheduled Payment Date
	Class A-1 Notes(1)	$[_________]	[____]%	Actual/360	[________], 20[__]
	Class A-2 Notes(1)	$[_________]	[____]%	30/360	[________], 20[__]
	Class A-3 Notes(1)	$[_________]	[____]%	30/360	[________], 20[__]
	Class A-4 Notes(1)	$[_________]	[____]%	30/360	[________], 20[__]
	Class B Notes(1)	$[_________]	[____]%	30/360	[________], 20[__]
		Initial Public Offering Price	Underwriting Discounts and Commissions		Proceeds To    Depositor(2)
	Per Class A-1 Note	[____]%	[____]%		[____]%
	Per Class A-2 Note	[____]%	[____]%		[____]%
	Per Class A-3 Note	[____]%	[____]%		[____]%
	Per Class A-4 Note	[____]%	[____]%		[____]%
	Per Class B Note	[____]%	[____]%		[____]%
	Total	$[________](3)	$[________](3)		$[________](3)
	(1)     [Some or all of the Class [__] Notes will be retained by Toyota Auto Finance Receivables LLC or its affiliate on the closing date.] (2)     Before deducting expenses payable by Toyota Auto Finance Receivables LLC, estimated to be $[__________]. (3)     Calculated using the initial principal amount of the underwritten notes.
	Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the notes or determined that this prospectus supplement or the accompanying prospectus is accurate or complete.  Any representation to the contrary is a criminal offense. The Class [__] Notes are offered by the underwriters if and when issued by the issuing entity, delivered to and accepted by the underwriters and subject to their right to reject orders in whole or in part. The notes will be delivered in book-entry form through the Depository Trust Company, on or about [________], 20[__] against payment in immediately available funds.

		Joint Bookrunners
[__________]		[__________]		[__________]
		Co-Managers
[__________]	[__________]		[__________]		[__________]

The date of this prospectus supplement is [________], 20[__]

TABLE OF CONTENTS

	Page
SUMMARY OF PARTIES TO THE TRANSACTION()	S-5
SUMMARY OF MONTHLY DISTRIBUTIONS OF COLLECTIONS()	S-6
SUMMARY OF TERMS	S-7
RISK FACTORS	S-22
THE ISSUING ENTITY	S-36
CAPITALIZATION OF THE ISSUING ENTITY	S-38
THE DEPOSITOR	S-38
THE SPONSOR, ADMINISTRATOR AND SERVICER	S-38
THE TRUSTEES	S-40
THE RECEIVABLES POOL	S-40
POOL UNDERWRITING	S-46
REVIEW OF POOL ASSETS	S-47
DELINQUENCIES, REPOSSESSIONS AND NET LOSSES	S-48
REPURCHASES OF RECEIVABLES	S-50
STATIC POOLS	S-50
USE OF PROCEEDS	S-50
PREPAYMENT AND YIELD CONSIDERATIONS	S-50
WEIGHTED AVERAGE LIVES OF THE NOTES	S-52
POOL FACTORS AND TRADING INFORMATION	S-60
STATEMENTS TO THE NOTEHOLDERS	S-60
DESCRIPTION OF THE NOTES	S-60
General	S-60
Payments of Interest	S-60
Payments of Principal	S-61
Allocation of Losses	S-62
Indenture	S-62
Notices	S-62
Governing Law	S-62
Minimum Denominations	S-62
PAYMENTS TO NOTEHOLDERS	S-63
Calculation of Available Collections	S-63
Calculation of Principal Distribution Amounts	S-64
Priority of Payments	S-65
Payments After Occurrence of Event of Default Resulting in Acceleration	S-65
Reserve Account	S-66
Subordination	S-67
Overcollateralization	S-67
Yield Supplement Overcollateralization Amount	S-68
Excess Interest	S-68
[Revolving Liquidity Note Agreement]	S-68
[Additional Credit Enhancement]	S-69
[CREDIT ENHANCEMENT PROVIDER]	S-69
TRANSFER AND SERVICING AGREEMENTS	S-69
The Transfer and Servicing Agreements	S-69
Sale and Assignment of Receivables	S-70
Accounts	S-70
Servicing Compensation	S-70
Collections	S-70
Eligible Investments	S-71
Net Deposits	S-72
Optional Purchase of Receivables and Redemption of Notes	S-72
Removal of Servicer	S-72
THE OWNER TRUSTEE AND INDENTURE TRUSTEE	S-73

S-2

Duties of the Owner Trustee and Indenture Trustee	S-74
Fees and Expenses	S-75
[THE SWAP AGREEMENT]	S-75
[Payments Under the Swap Agreement]	S-75
[Defaults Under Swap Agreement]	S-76
[Swap Termination Events]	S-76
[Early Termination of Swap Agreement]	S-77
[Taxation]	S-78
[Assignment; Swap Counterparty Downgrade]	S-78
[Modification and Amendment of Swap Agreement]	S-79
[The Swap Counterparty]	S-80
[Swap Agreement Significance Percentage]	S-80
[Additional Derivatives]	S-80
AFFILIATIONS AND RELATED TRANSACTIONS	S-80
[TMCC DEMAND NOTES]	S-80
LEGAL PROCEEDINGS	S-83
ERISA CONSIDERATIONS	S-83
CERTAIN FEDERAL INCOME TAX CONSEQUENCES	S-84
UNDERWRITING	S-85
European Economic Area	S-87
Capital Requirements Directive	S-88
United Kingdom	S-89
LEGAL OPINIONS	S-89
INDEX OF TERMS	S-90
ANNEX A:  GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES	A-1
ANNEX B:  STATIC POOL INFORMATION	B-1

S-3

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS

PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

Information about the notes is provided in two separate documents that progressively provide more detail:

·   the accompanying prospectus, which provides general information, some of which may not apply to a particular class of notes, including your notes; and

·   this prospectus supplement, which describes the specific terms of your class of notes.

Cross-references are included in this prospectus supplement and in the accompanying prospectus which direct you to more detailed descriptions of a particular topic.  You can also find references to key topics in the table of contents beginning on page 4 in the accompanying prospectus.

For a listing of the pages where capitalized terms used in this prospectus supplement are defined, you should refer to the “Index of Terms” beginning on page S-[__] in this prospectus supplement and to the “Index of Defined Terms” beginning on page [96] in the accompanying prospectus.

Whenever we use words like “intends,” “anticipates” or “expects” or similar words in this prospectus supplement, we are making a forward-looking statement, or a projection of what we think will happen in the future.  Forward-looking statements are inherently subject to a variety of circumstances, many of which are beyond our control and could cause actual results to differ materially from what we anticipate.  Any forward-looking statements in this prospectus supplement speak only as of the date of this prospectus supplement.  We do not assume any responsibility to update or review any forward-looking statement contained in this prospectus supplement to reflect any change in our expectation about the subject of that forward-looking statement or to reflect any change in events, conditions or circumstances on which we have based any forward-looking statement.

S-4

SUMMARY OF PARTIES TO THE TRANSACTION(1)

 

(1) This chart provides only a simplified overview of the relationships between the key parties to the transaction.  For additional information, you should refer to this prospectus supplement and the accompanying prospectus.

(2) [On the closing date, some or all of the [__] Notes will be retained by Toyota Auto Finance Receivables LLC or its affiliate.

S-5

SUMMARY OF MONTHLY DISTRIBUTIONS OF COLLECTIONS(1)

 

(1)   This chart provides only a simplified overview of the monthly distributions of available collections.   For additional information, you should refer to this prospectus supplement and the accompanying prospectus.

S-6

SUMMARY OF TERMS

The following information highlights selected information from this document and provides a general overview of the terms of the notes.  To understand all of the terms of the offering of these notes, you should read carefully this entire document and the accompanying prospectus.  Both documents contain information you should consider when making your investment decision.

Relevant Parties
Issuing Entity	Toyota Auto Receivables 20[__]-[__] Owner Trust, a Delaware statutory trust.  The issuing entity will be established by the trust agreement and the certificate of trust.
Depositor	Toyota Auto Finance Receivables LLC.
Sponsor, Administrator and Servicer	Toyota Motor Credit Corporation.
Indenture Trustee	[__________].
Owner Trustee	[__________].
[TMCC Demand Notes Issuer]	[Toyota Motor Credit Corporation.]
[Servicers]	[Insert summary disclosure regarding any servicers contemplated pursuant to Item 1108(a)(2) of Regulation AB.]
[Originators]	[[If at least 10%, but less than 20%, of the receivables are originated by any originator or group of affiliated originators other than the sponsor or its affiliates, provide the identity of such originator or group of affiliated originators.] [If at least 20% of the receivables are originated by any originator or group of affiliated originators other than the sponsor or its affiliates, provide the information required by Item 1110 of Regulation AB with respect to such originator or group of affiliated originators.]
[Swap Counterparty]	[[__________] will be the swap counterparty if any floating rate classes of notes are issued.]
[Credit Enhancement Provider]	[[__________] will be the credit enhancement provider under the [__________]].
Relevant Agreements
Indenture	The indenture between the issuing entity and the indenture trustee.  The indenture provides for the terms of the notes.
Trust Agreement	The trust agreement, as amended and restated, between the depositor and the owner trustee.  The trust agreement governs the creation of the issuing entity and provides for the terms of the certificate.
Receivables Purchase Agreement	The receivables purchase agreement between the depositor and Toyota Motor Credit Corporation.  The receivables purchase agreement governs the sale of the receivables from Toyota Motor Credit Corporation, as the originator, to the depositor.
Sale and Servicing Agreement	The sale and servicing agreement among the issuing entity, the servicer and the depositor.  The sale and servicing agreement governs the sale of the receivables by the depositor to the issuing entity and the servicing of the receivables by the servicer.
Administration Agreement	The administration agreement among the administrator, the issuing entity and the indenture trustee.  The administration agreement governs the provision of reports by the administrator and the performance by the administrator of other administrative duties for the issuing entity.

S-7

[Swap Agreement]	[If any classes of floating rate notes are issued, a swap transaction with respect to each such class of floating rate notes will be entered into by the issuing entity and [_______], as swap counterparty.]
[Revolving Liquidity Note Agreement]	[The revolving liquidity note agreement between the issuing entity and [Toyota Motor Credit Corporation], as the liquidity provider.  Under the revolving liquidity note agreement, the issuing entity will issue the revolving liquidity note to [Toyota Motor Credit Corporation] and [Toyota Motor Credit Corporation] will fund draws at the request of the indenture trustee in respect of certain shortfalls in collections available to pay interest on and principal of the notes.]
Relevant Dates
Closing Date	On or about [________], 20[__].
Cutoff Date	The cutoff date for (i) the receivables in the statistical pool used in preparing the statistical information presented in this prospectus supplement and (ii) the receivables sold to the issuing entity on the closing date, is the close of business on [________], 20[__].
Statistical Information	The statistical information in this prospectus supplement is based on the receivables in a statistical pool as of the cutoff date. The receivables sold to the issuing entity on the closing date will be selected from the statistical pool and may also include other receivables owned by the sponsor. The characteristics of the receivables sold to the issuing entity on the closing date may not be identical to, but will not differ materially from, the characteristics of the receivables in the statistical pool described in this prospectus supplement.
Collection Period	The period commencing on the first day of the applicable month (or in the case of the first collection period, from, but excluding, the cutoff date) and ending on the last day of the applicable month.
[Pre-funding Period]	[On the closing date, $[__________] received from the sale of the notes, which represents approximately [____]% of the asset pool, will be deposited into a segregated pre-funding account.  From the closing date and on or prior to [________], 20[__], referred to in this prospectus supplement as the pre-funding period, the issuing entity will have the ability to purchase additional receivables from the depositor to the extent there are sufficient funds on deposit in the pre-funding account and to the extent such additional receivables satisfy certain requirements, as described under “The Receivables Pool” in this prospectus supplement.  To the extent sums on deposit in the pre-funding account are not used to purchase additional receivables prior to the end of the pre-funding period, which shall not exceed one year from the closing date, such amounts will be transferred to the collection account and will become part of available amounts on the next payment date.]
[Revolving Period]	[From the closing date and on or prior to [________], 20[__], approximately [____]% of the principal collected on the receivables, which represents approximately [____]% of the asset pool, may be applied by the issuing entity to the acquisition of subsequent receivables, rather than used to distribute payments of principal to securityholders during that period.  These notes will possess an interest only period or limited amortization period, referred to in this prospectus supplement as a revolving period.  The purchased receivables must satisfy certain requirements, as described under “The Receivables Pool” in this prospectus supplement.

S-8

	[If an early amortization event occurs, the revolving period will terminate early, and the amortization period will begin. An “early amortization event” will occur if: the amount on deposit in the reserve account is less than the specified reserve account balance for two consecutive months; or an event of default occurs as described under “Description of the Notes — The Indenture — Events of Default, Rights Upon Event of Default” in this prospectus supplement. The occurrence of an early amortization event is not necessarily an event of default under the indenture.] [Insert any additional limitation on the ability of the issuing entity to acquire additional receivables in accordance with Item 1103(a)(5) of Regulation AB.]
Payment Dates	The issuing entity will pay interest and principal on the notes on the [__] day of each month.  If the [__] day of the month is not a business day, payments on the notes will be made on the next business day.  The date that any payment is made is called a payment date.  The first payment date is [________], 20[__].
	A “business day” is any day except:
	a Saturday or Sunday; or
	a day on which banks in New York, New York or Wilmington, Delaware are closed.
Final Scheduled Payment Dates	The final principal payment for each class of notes is due on the related final scheduled payment date specified on the cover of this prospectus supplement.
Record Date	So long as the notes are in book-entry form, the issuing entity will make payments on the notes to the holders of record on the day immediately preceding the related payment date.  If the notes are issued in definitive form, the record date will be the last day of the month preceding the related payment date.
Description of the Notes	The class A-1 notes, the class A-2 notes, the class A-3 notes and the class A-4 notes are referred to in this prospectus supplement collectively as the “class A notes.”  The class A notes together with the class B notes are referred to in this prospectus supplement collectively as the “notes.” [Some or all of the class [__] notes will be retained by Toyota Auto Finance Receivables LLC or its affiliate on the closing date and may be sold at any time directly, including through a placement agent, or through underwriters.] All of the notes issued by the issuing entity will be secured by the assets of the issuing entity pursuant to the indenture and by funds on deposit in the reserve account.
	For a description of how payments of interest on and principal of the notes will be made on each payment date, you should refer to “Description of the Notes” and “Payments to Noteholders” in this prospectus supplement.

S-9

Certificate	The issuing entity will also issue a certificate representing the equity or residual interest in the issuing entity and the right to receive amounts that remain after the issuing entity makes full payment of interest on and principal of the notes payable on a given payment date, required deposits to the reserve account on that payment date and other required payments. The depositor will initially retain the certificate.  The certificate is not being offered by this prospectus supplement and the accompanying prospectus.
	Any information in this prospectus supplement regarding the certificate is included only for informational purposes to facilitate a better understanding of the notes.
[TMCC Demand Notes]	[The TMCC demand notes will be issued in the form of fully registered definitive notes without interest coupons by TMCC pursuant to the demand notes indenture and purchased by the issuing entity.  The TMCC demand notes will be unsecured general obligations of TMCC and will rank pari passu with all other unsecured and unsubordinated indebtedness of TMCC outstanding from time to time.   No noteholder will have any direct interest in the TMCC demand notes or have any direct rights under the TMCC demand notes or the demand notes indenture.  The issuing entity will be the only holder of TMCC demand notes, and the noteholders will be indirect holders of the TMCC demand notes. At the time of issuance of TMCC demand notes, the TMCC demand notes must be rated [insert applicable investment grade rating requirement]. For a more detailed description of the TMCC demand notes, see “TMCC Demand Notes” in this prospectus supplement and “TMCC Demand Notes” in the accompanying prospectus. See “Risk Factors —Credit Ratings of the TMCC Demand Notes May Not Reflect the True Risk of the Issuing Entity’s Investment in the TMCC Demand Notes” and “— You may suffer a loss due to the performance of the TMCC Demand Notes.”]
Minimum Denominations	The notes will be issued in minimum denominations of $[1,000] and integral multiples of $[1,000] in excess thereof.
Registration of the Notes	You will generally hold your interests in the notes through The Depository Trust Company in the United States, or Clearstream Banking, société anonyme or the Euroclear Bank S.A./N.V, as operator for the Euroclear System.  This is referred to as book-entry form.  You will not receive a definitive note except under limited circumstances.
	For additional information, you should refer to “Annex A: Global Clearance, Settlement and Tax Documentation Procedures” in this prospectus supplement and “Certain Information Regarding the Notes––Book-Entry Registration” in the accompanying prospectus.

S-10

Structural Summary
Assets of the Issuing Entity; the Receivables and Statistical Information	The primary assets of the issuing entity will include a pool of fixed rate retail installment sale contracts used to finance new and used passenger cars, minivans, light-duty trucks or sport utility vehicles.  We refer to these contracts as “receivables.” The receivables will be sold by the sponsor to the depositor and then transferred by the depositor to the issuing entity.  The issuing entity will grant a security interest in the receivables and other specified assets of the issuing entity, and the depositor will grant a security interest in the amounts on deposit in the reserve account, in each case to the indenture trustee for the benefit of the noteholders. The issuing entity’s main source of funds for making payments on the notes will be the receivables.
	The information concerning the receivables presented throughout this prospectus supplement is based on the receivables in the statistical pool described in this prospectus supplement as of the cutoff date.
	As of the cutoff date, the receivables in the statistical pool had the following characteristics:
	Total Principal Balance	$[__________]
	Number of Receivables	[______]
	Average Principal Balance	$[__________]
	Range of Principal Balances	$[________] - $[________]
	Average Original Amount Financed	$[__________]
	Range of Original Amounts Financed	$[________] - $[________]
	Weighted Average Annual Percentage       Rate (“APR”)(1)	[____]%
	Range of APRs	[____]% – [____]%
	Weighted Average Original Number of      Scheduled Payments(1)	[____] payments
	Range of Original Number of      Scheduled Payments	[__] – [__] payments
	Weighted Average Remaining Number      of Scheduled Payments(1)	[____] payments
	Range of Remaining Number      of Scheduled Payments	[__] – [__] payments
	Weighted Average FICO®score (1) (2)	[____]
	Range of FICO®scores (2)	[____] – [____]
	___________________ (1)  Weighted by principal balance as of the cutoff date. (2)  FICO® is a federally registered servicemark of Fair Issac Corporation.
	For additional information regarding the characteristics of the receivables in the statistical pool as of the cutoff date, you should refer to “The Receivables Pool” in this prospectus supplement.

S-11

	The receivables sold to the issuing entity on the closing date are expected to have a total principal balance of $[__________]as of the cutoff date. The characteristics of the receivables in the initial pool acquired by the issuing entity on the closing date may not be identical to, but will not differ materially from, those of the receivables in the statistical pool as of the cutoff date.  All receivables acquired by the issuing entity, however, must satisfy the eligibility criteria specified in the transaction documents.  For additional information regarding the eligibility criteria for receivables being acquired by the issuing entity, you should refer to “The Receivables Pool” in this prospectus supplement.
	The assets of the issuing entity will also include:
	certain monies due or received under the receivables after the cutoff date;
	security interests in the vehicles financed under the receivables;
	certain bank accounts and the proceeds of those accounts; and
	proceeds from claims under certain insurance policies relating to the financed vehicles or the obligors under the receivables and certain rights of the depositor under the receivables purchase agreement.
	For additional information regarding the assets of the issuing entity, you should refer to “The Issuing Entity” in this prospectus supplement.
Review of Pool Assets	In connection with the offering of the notes, the depositor has performed a review of the receivables and certain disclosure in this prospectus supplement and the accompanying prospectus relating to the receivables, as described under “Review of Pool Assets” in this prospectus supplement. As described in “The Sponsor, Administrator, Servicer and Issuer of the TMCC Demand Notes—Underwriting of Motor Vehicle Retail Installment Sales Contracts” in the accompanying prospectus, under TMCC’s origination process, credit applications are evaluated when received and are either automatically approved, automatically rejected or forwarded for review by a TMCC credit analyst with appropriate approval authority.  The credit analyst decisions applications based on an evaluation that considers an applicant’s creditworthiness and may consider an applicant’s projected ability to meet the monthly obligation, which is derived from the amount financed, the term, and the assigned contractual interest rate.  Approximately [____]% of the aggregate principal balance of the receivables in the statistical pool as of the cutoff date were automatically approved, while approximately [____]% of the aggregate principal balance of the receivables in the statistical pool as of the cutoff date were evaluated and approved by a TMCC credit analyst with appropriate authority in accordance with TMCC’s written underwriting guidelines.  TMCC determined that whether a receivable was accepted automatically by TMCC’s electronic credit decision system or was accepted following review by a TMCC credit analyst was not indicative of the related receivable’s quality.
Servicing and Servicer Compensation	Toyota Motor Credit Corporation will act as servicer for the receivables owned by the issuing entity.  The servicer will handle all collections, administer defaults and delinquencies and otherwise service the contracts.  On each payment date, the issuing entity will pay the servicer a monthly fee equal to one-twelfth of 1.00% multiplied

S-12

	by the aggregate principal balance of the receivables as of the first day of the related collection period.  The servicer will also receive additional servicing compensation in the form of certain investment earnings, late fees, extension fees and other administrative fees and expenses or similar charges received by the servicer during such month. For additional information regarding the compensation payable to the servicer, you should refer to “Description of the Transfer and Servicing Agreements––Servicing Compensation and Payment of Expenses” in the accompanying prospectus.
Trustees Fees and Expenses	Each trustee will be entitled to a fee (and will be entitled to be reimbursed for all costs and expenses incurred) in connection with the performance of its respective duties. The trustee fees (and associated costs and expenses) will generally be paid directly by the servicer from amounts received as the servicing fee or paid directly by the sponsor.
Interest and Principal Payments	Interest Rates
	The notes will bear interest for each interest accrual period at the interest rates specified on the cover of this prospectus supplement.
	Interest Accrual
	The class A-1 notes will accrue interest on an actual/360 basis from (and including) a payment date to (but excluding) the next payment date, except that the first interest accrual period will be from (and including) the closing date to (but excluding) [________], 20[__].  This means that the interest due on each payment date will be the product of: (i) the outstanding principal amount, (ii) the interest rate, and (iii) the actual number of days since the previous payment date (or, in the case of the first payment date, since the closing date) divided by 360.
	The notes (other than the class A-1 notes) will accrue interest on a 30/360 basis from (and including) the [__] day of each calendar month to (but excluding) the [__] day of the succeeding calendar month, except that the first interest accrual period will be from (and including) the closing date to (but excluding) [________], 20[__].  This means that the interest due on each payment date will be the product of: (i) the outstanding principal amount, (ii) the interest rate, and (iii) 30 (or, in the case of the first payment date, [__]) divided by 360.
	If noteholders of any class do not receive all interest owed on their notes on any payment date, the issuing entity will make payments of interest on later payment dates to make up the shortfall (together with interest on such amounts at the applicable interest rate for such class, to the extent permitted by law) to the extent funds are available to do so pursuant to the payment priorities described in this prospectus supplement.  If the full amount of interest due on the controlling class of notes is not paid within five business days of a payment date, an event of default also will occur which may result in acceleration of the notes.
	For additional information regarding the payment of interest on the notes, you should refer to “Description of the Notes––Payments of Interest” and “Payments to Noteholders” in this prospectus supplement.

S-13

Principal Payments

On each payment date, except after the acceleration of the notes following an event of default, from the amounts allocated to the noteholders to pay principal described in clauses (3), (5) and (7) under “—Priority of Payments” below, the issuing entity will pay principal of the notes in the following order of priority:

(1)   to the class A-1 notes until the principal amount of the class A-1 notes is reduced to zero; then

(2)   to the class A-2 notes until the principal amount of the class A-2 notes is reduced to zero; then

(3)   to the class A-3 notes until the principal amount of the class A-3 notes is reduced to zero; then

(4)   to the class A-4 notes until the principal amount of the class A-4 notes is reduced to zero; and then

(5)   to the class B notes until the principal amount of the class B notes is reduced to zero.

If the notes are declared to be due and payable following the occurrence of an event of default, the issuing entity will pay principal of the notes from funds allocated to the noteholders, first, to the class A-1 notes until the principal amount of the class A-1 notes is reduced to zero, second, pro rata, based upon their respective unpaid principal amounts, to the class A-2 notes, the class A-3 notes and the class A-4 notes until the principal amount of each such class of notes is reduced to zero, and third, to the class B notes until the principal amount of the class B notes is reduced to zero.

All outstanding principal and interest with respect to a class of notes will be payable in full on its final scheduled payment date.

For additional information regarding the payment of principal of the notes, you should refer to “Payments to Noteholders” in this prospectus supplement.

Priority of Payments

On each payment date, except after the acceleration of the notes following an event of default, the issuing entity will make payments from available collections received during the related collection period (or, if applicable, amounts withdrawn from the reserve account) in the following order of priority:

1.     Servicing Fee –– The total servicing fee payable to the servicer (including any supplemental servicing fee, to the extent not previously retained by the servicer);

2.     Class A Note Interest ––  To the class A noteholders (pro rata based upon the aggregate amount of interest due to such noteholders), accrued and unpaid interest on each class of class A notes;

3.     Note Principal –– To the noteholders, to be paid in the priority described under “—Principal Payments” above, the first priority principal distribution amount;

S-14

The “first priority principal distribution amount” means, with respect to any payment date, an amount equal to the excess, if any, of (a) the aggregate outstanding principal amount of the class A notes as of such payment date (before giving effect to any principal payments made on the class A notes on such payment date), over (b) the aggregate principal balance of the receivables less the yield supplement overcollateralization amount (which amount is referred to in this prospectus supplement as the “adjusted pool balance”), in each case, as of the last day of the related collection period; provided, that, for the final scheduled payment date of any class of class A notes, the “first priority principal distribution amount” will not be less than the amount necessary to reduce the outstanding principal amount of such class of class A notes to zero;

4.     Class B Note Interest ––  To the class B noteholders (based upon the aggregate amount of interest due to such noteholders), accrued and unpaid interest on the class B notes;

5.     Note Principal –– To the noteholders, to be paid in the priority described under “—Principal Payments” above, the second priority principal distribution amount;

The “second priority principal distribution amount” means, with respect to any payment date, an amount equal to (a) the excess, if any, of (i) the aggregate outstanding principal amount of the class A notes and class B notes as of such payment date (before giving effect to any principal payments made on the class A notes and class B notes on such payment date), over (ii) the adjusted pool balance as of the last day of the related collection period, minus (b) the first priority principal distribution amount for such payment date; provided, that, for the final scheduled payment date of the class B notes, the “second priority principal distribution amount” will not be less than the amount necessary to reduce the outstanding principal amount of the class B notes to zero;

6.     Reserve Account Deposit –– To the extent amounts then on deposit in the reserve account are less than the specified reserve account balance described below under “Credit Enhancement—Reserve Account,” to the reserve account, until the amount on deposit in the reserve account equals such specified reserve account balance;

7.     Note Principal –– To the noteholders, to be paid in the priority described under “—Principal Payments” above, the regular principal distribution amount;

The “regular principal distribution amount” means, with respect to any payment date, an amount equal to (a) the excess, if any, of (i) the aggregate outstanding principal amount of the notes as of such payment date (before giving effect to any principal payments made on the notes on such payment date), over (ii) the adjusted pool balance as of the last day of the related collection period less the overcollateralization target amount, minus (b) the sum of the first priority principal distribution amount and the second priority principal distribution amount for such payment date; and

8.     Excess Amounts –– Any remaining amounts to the certificateholder.

S-15

	For additional information regarding the priority of payments on the notes, you should refer to “Payments to Noteholders—Calculation of Available Collections” and “—Priority of Payments” in this prospectus supplement.
	Change in Priority of Distribution upon Events of Default Resulting in an Acceleration of the Notes Following the occurrence of an event of default under the indenture that results in the acceleration of the maturity of the notes and unless and until such acceleration has been rescinded, the issuing entity will make the following payments in the following order of priority from available collections received during the related collection period and, if necessary and available, to pay principal of the notes from amounts withdrawn from the reserve account:
	1.     Servicing Fee –– The total servicing fee payable to the servicer (including any supplemental servicing fee, to the extent not previously retained by the servicer);
	2.     Trustee Amounts –– Any fees, expenses and indemnification amounts owed to the owner trustee or the indenture trustee, to the extent not paid by the servicer or the sponsor.
	3.     Class A Note Interest –– To the class A noteholders, on a pro rata basis based on such amounts due, accrued and unpaid interest on the class A notes;
	4.     Class A Note Principal –– First, to the holders of the class A-1 notes, until the principal amount of the class A-1 notes is reduced to zero, and second, pro rata, based upon their respective unpaid principal amounts, to the holders of the class A-2 notes, the class A-3 notes and the class A-4 notes, until the principal amount of each such class of notes is reduced to zero;
	5.     Class B Note Interest –– To the class B noteholders, accrued and unpaid interest on the class B notes;
	6.     Class B Note Principal –– To the class B noteholders,  until the principal amount of the class B notes is reduced to zero;
	7.     Excess Amounts –– Any remaining amounts to the certificateholder.
	For additional information regarding the priority of payments on the notes after the acceleration of the notes following an event of default, you should refer to “Payments to Noteholders—Calculation of Available Collections” and “—Priority of Payments” in this prospectus supplement.
	Final Scheduled Payment Dates
	The issuing entity is required to pay the outstanding principal amount of each class of notes in full on or before the related final scheduled payment date specified on the cover of this prospectus supplement.
Events of Default	Each of the following will constitute an event of default under the indenture:
	(a)    a default for five business days or more in the payment of any interest on any of the outstanding classes of the class A notes, for as long as any class A notes are outstanding, and thereafter, on the class B notes outstanding;

S-16

	(b)    a default in the payment in full of the principal of any note on its final scheduled payment date or the redemption date; (c)    a default in the observance or performance of any covenant or agreement of the issuing entity made in the indenture which materially and adversely affects the noteholders, subject to notice and cure provisions;
	(d)    any representation or warranty made by the issuing entity in the indenture having been incorrect in a material respect as of the time made, subject to notice and cure provisions; or (e)    certain events of bankruptcy, insolvency, receivership or liquidation of the issuing entity; provided, however, that a delay in or failure of performance referred to in clause (a), (b), (c) or (d) above will not constitute an event of default for a period of 30 days after the applicable cure period under the indenture if that delay or failure was caused by force majeure or other similar occurrence. If an event of default under the indenture should occur and be continuing, the indenture trustee or the holders representing a majority of the aggregate principal amount of the outstanding classes of the class A notes, for as long as any class A notes are outstanding, and thereafter,  the class B notes then outstanding (excluding for these purposes the outstanding principal amount of any notes held of record or beneficially owned by Toyota Motor Credit Corporation, Toyota Auto Finance Receivables LLC or any of their affiliates), acting together as a single class may declare the principal of the notes to be immediately due and payable. For additional information regarding the events of default, you should refer to “Description of the Notes—Indenture—Events of Default; Rights Upon Event of Default” in this prospectus supplement and “Description of the Notes—The Indenture—Events of Default; Rights Upon Event of Default” in the accompanying prospectus.
Credit Enhancement	Credit enhancement is intended to protect you against losses and delays in payments on your notes.  If losses on the receivables and other shortfalls in cash flows exceed the amount of available credit enhancement, such losses will not be allocated to write down the principal amount of any class of notes. Instead, the amount available to make payments on the notes will be reduced to the extent of such losses.  The credit enhancement for the notes is:
	the reserve account; overcollateralization; the yield supplement overcollateralization amount; excess interest on the receivables; in the case of the class A notes, subordination of the class B notes, which will have a [____]% interest rate; [revolving liquidity note agreement; and] [additional credit enhancement.]
	If the credit enhancement is not sufficient to cover all amounts payable on the notes, notes having a later scheduled final payment date generally will bear a greater risk of loss than notes having an earlier final scheduled payment date.  For additional information, you should refer to “Risk Factors—Payment priorities increase risk of loss or delay in payment to certain classes of notes,” “Risk Factors—Because the issuing entity has limited assets, there is only limited protection against potential losses” and “Payments to Noteholders” in this prospectus supplement.

S-17

Reserve Account

On each payment date, funds will be withdrawn from the reserve account (1) to cover shortfalls in the amounts required to be paid on that payment date with respect to clauses one through five under “—Priority of Payments” above, (2) after an event of default that results in the acceleration of the maturity of the notes, to pay principal on the notes, and (3) to pay principal on any class of notes on the final scheduled payment date of that class of notes.

On the closing date, the depositor will cause to be deposited $[__________]into the reserve account, which is approximately [____]% of the adjusted pool balance as of the cutoff date.  On each payment date, after making required payments to the servicer and the noteholders, available collections will be deposited into the reserve account to the extent necessary to maintain the amount on deposit in the reserve account at the specified reserve account balance.

On any payment date prior to an event of default that results in an acceleration of the maturity of the notes, if the amount in the reserve account exceeds the specified reserve account balance, the excess will be distributed to the depositor.  The “specified reserve account balance” is, on any payment date, the lesser of (a) $[__________](which is approximately [____]% of the adjusted pool balance as of the cutoff date) and (b) the aggregate outstanding balance of the notes after giving effect to all payments of principal on that payment date.  In addition, on any payment date prior to an event of default that results in an acceleration of the maturity of the notes, investment income on the amounts on deposit in the reserve account will be distributed to the depositor.

For additional information regarding the reserve account, you should refer to “Payments to Noteholders—Reserve Account” in this prospectus supplement.

Overcollateralization

Overcollateralization represents the amount by which the adjusted pool balance exceeds the aggregate outstanding principal amount of the notes.  The adjusted pool balance as of the cutoff date is expected to be approximately equal to the aggregate initial principal amount of the notes.

The application of funds according to clause (7) under “Interest and Principal Payments—Priority of Payments” above is designed to achieve and maintain the level of overcollateralization as of any payment date to a target amount of [____]% of the adjusted pool balance on the cutoff date.  This amount is referred to in this prospectus supplement as the “overcollateralization target amount.”

The overcollateralization will be available as an additional source of funds to absorb losses on the receivables.

S-18

	For additional information regarding overcollateralization, you should refer to “Payments to Noteholders—Overcollateralization” in this prospectus supplement.
	Yield Supplement Overcollateralization Amount
	The yield supplement overcollateralization amount for each payment date or with respect to the closing date is the aggregate amount by which the principal balance as of the last day of the related collection period or the cutoff date, as applicable, of each receivable with an APR below [____]% (referred to herein as the “required rate”), other than any defaulted receivable, exceeds the present value of the future payments on such receivables, calculated as if their APRs were equal to the required rate, assuming such future payment is made on the last day of each month and each month has 30 days. For additional information regarding the calculation of the yield supplement overcollateralization amount and its effect on the payment of principal, you should refer to “Payments to Noteholders—Yield Supplement Overcollateralization Amount” and “—Overcollateralization” in this prospectus supplement.
	Subordination
	Payments of interest on the class B notes will be subordinated to payments of interest on the class A notes and certain other payments on that payment date (including principal payments of the class A notes in specified circumstances). No payments of principal will be made on the class B notes until the principal of and interest on the class A notes has been paid in full. If an event of default occurs and payment of the notes has been accelerated, no payments of interest or principal will be made on the class B notes until the class A notes are paid in full. Consequently, the holders of the class B notes will incur losses and shortfalls because of delinquencies and losses on the receivables before the holders of the class A notes incur those losses and shortfalls. While any class A notes are outstanding, the failure to pay interest on the class B notes will not be an event of default.
	Excess Interest
	More interest is expected to be paid by the obligors in respect of the receivables than is necessary to pay the servicing fee and interest on the notes each month.  Any such excess in interest payments from obligors will serve as additional credit enhancement. [Additional Credit Enhancement] [__________]
Optional Redemption; Clean-Up Call	The servicer may purchase the receivables remaining in the issuing entity at a price at least equal to the unpaid principal amount of the notes plus any accrued and unpaid interest thereon on any payment date when the aggregate outstanding principal balance of the receivables has declined to 5% or less of the aggregate principal balance of the receivables as of the cutoff date.  Upon the exercise of this clean-up call option by the servicer, the issuing entity must redeem the notes in whole, and not in part.
	For additional information, you should refer to “Transfer and Servicing Agreements––Optional Purchase of Receivables and Redemption of Notes” in this prospectus supplement.

S-19

Removal of Pool Assets	Breaches of Representations and Warranties.  Upon sale of the receivables to the depositor, Toyota Motor Credit Corporation will make certain representations and warranties regarding the receivables, and upon sale of the receivables to the issuing entity, the depositor will make certain corresponding representations and warranties to the issuing entity regarding the receivables.  The depositor is required to repurchase from the issuing entity, and Toyota Motor Credit Corporation is required to repurchase from the depositor, in turn, any receivable for which a representation or warranty has been breached if such breach materially and adversely affects the issuing entity or the noteholders and such breach has not been cured in all material respects.
	For additional information, you should refer to “Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables” in the accompanying prospectus.
	Breach of Servicer Covenants.  The servicer will be required to purchase any receivable with respect to which specified servicing covenants made by the servicer under the sale and servicing agreement are breached and not cured in all material respects.
[Swap Agreement]	[On the closing date, for each class of floating rate notes issued, if any, the issuing entity will enter into a transaction under a swap agreement with [__________], as swap counterparty.  Under each swap transaction, if any, on each payment date the issuing entity will be obligated to pay to the swap counterparty an amount equal to interest accrued on a notional amount equal to the outstanding principal balance of that class of floating rate notes at an annualized fixed swap rate of [____]% for the class [__] notes, and the swap counterparty will be obligated to pay to the issuing entity an amount equal to the interest accrued on the applicable class of notes at their annualized floating rate.  Payments on the swap transactions, if any, will be made on a net basis between the issuing entity and the swap counterparty. If the swap counterparty’s long-term or short-term ratings cease to be at the levels required by the rating agencies, the swap counterparty will be obligated to assign the swap agreement, provide an eligible guarantee, post collateral or establish other arrangements satisfactory to those rating agencies to secure its obligations under the swap agreement, arrange for an eligible substitute swap counterparty satisfactory to the issuing entity or perform a combination of the aforementioned actions.]
CUSIP Numbers	Class A-1 Notes:                                [__________] Class A-2 Notes:                                [__________] Class A-3 Notes:                                [__________] Class A-4 Notes:                                [__________] Class B Notes:                                    [__________]
Tax Status	Subject to important considerations described under “Certain Federal Income Tax Consequences” in this prospectus supplement and “Certain Federal Income Tax Consequences” and “Certain State Tax Consequences” inthe accompanying prospectus, Bingham McCutchen LLP, special tax counsel to the issuing entity, will deliver its opinion that:
	the notes held by parties unaffiliated with the issuing entity will be characterized as debt for federal income tax purposes; and

S-20

	the issuing entity will not be characterized as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes.
	If you purchase the notes, you will agree to treat the notes as debt for federal and state income tax, franchise tax and any other tax measured in whole or in part by income.
	For additional information regarding the application of federal income and state tax laws to the issuing entity and the notes, you should refer to “Certain Federal Income Tax Consequences” in this prospectus supplement and “Certain Federal Income Tax Consequences” and “Certain State Tax Consequences” in the accompanying prospectus.
ERISA Considerations	The notes sold to parties unaffiliated with the issuing entity may be purchased by employee benefit plans and individual retirement accounts, subject to those considerations discussed under “ERISA Considerations” in this prospectus supplement and in the accompanying prospectus.
	For additional information, you should refer to “ERISA Considerations” in this prospectus supplement and in the accompanying prospectus.  If you are a benefit plan fiduciary considering the purchase of the notes you should, among other things, consult with your counsel in determining whether all required conditions have been satisfied.

S-21

RISK FACTORS

You should consider the following risk factors in deciding whether to purchase any notes.  In addition, you should consider the risk factors described under “Risk Factors” in the accompanying prospectus for a description of further material risks to your investment in the notes.

The notes are not suitable investments for all investors.

The notes are not a suitable investment for any investor that requires a regular or predictable schedule of payments or payment on specific dates. The notes are complex investments that involve a high degree of risk and should be considered only by sophisticated investors.  We suggest that only investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment and default risks, the tax consequences of an investment and the interaction of these factors should consider investing in the notes.

The absence of a secondary market for the notes or a lack of liquidity in the secondary markets could limit your ability to resell the notes or adversely affect the market value of your notes.

The notes will not be listed on any securities exchange. Therefore, to sell your notes, you must first locate a willing purchaser. The underwriters may, but are not obligated to, provide a secondary market for the notes and even if the underwriters make a market in the notes, the underwriters may stop making offers at any time.   In addition, the prices offered, if any, may not reflect prices that other potential purchasers would be willing to pay, were they to be given the opportunity. Past and continuing events in the global financial markets, including the failure, acquisition or government seizure of several major financial institutions, the establishment of government bailout programs for financial institutions, problems related to subprime mortgages and other financial assets, the de-valuation of various assets in secondary markets, the forced sale of asset-backed and other securities as a result of the de-leveraging of structured investment vehicles, hedge funds, financial institutions and other entities, and the lowering of ratings on certain asset-backed securities, have caused a significant reduction in liquidity in the secondary market for asset-backed securities.  This period of illiquidity may continue, or even worsen, and there can be no assurance that future events will not occur that could have an additional adverse effect on liquidity of the secondary market.  Periods of illiquidity in the secondary market could adversely affect the value of your notes and limit your ability to locate a willing purchaser of your notes.  Furthermore, the global financial markets have experienced increased volatility due to uncertainty surrounding the level and sustainability of the sovereign debt of various countries.  Concerns regarding sovereign debt may spread to other countries at any time.  There can be no assurance that this uncertainty related to the sovereign debt of various countries will not lead to further disruption of the credit markets in the United States.  If the sovereign credit rating of the United States or government guaranteed debt instruments are further downgraded, the ratings, the market price and the marketability of your notes could be adversely affected, as could the general economic conditions in the United States.  Accordingly, you may not be able to sell your notes when you want to do so or you may be unable to obtain the price that you wish to receive for your notes and, as a result, you could suffer a loss on your investment. In addition, the issuance and offering of the notes does not comply with the requirements of Article 122a of the Capital Requirements Directive 2006/48/EC (as amended by Directive 2009/111/EC) (“Article 122a”).  Lack of compliance with Article 122a and similar rules may preclude certain investors from purchasing the notes.  As a result, you may

S-22

	be unable to obtain the price that you wish to receive for your notes or you may suffer a loss on your investment. For additional information, you should refer to “Underwriting—Capital Requirements Directive” in this prospectus supplement.
Continuing economic developments may adversely affect the performance and market value of your notes.	Over the past few years, the United States has experienced a period of economic slowdown and a recession that may adversely affect the performance and market value of your notes.  During the economic slowdown, elevated unemployment, decreases in home values and lack of available credit led to increased delinquency and default rates by obligors, as well as decreased consumer demand for automobiles and declining market values of the automobiles securing the receivables, which may weaken collateral coverage and increase the amount of a loss in the event of default.  If the economic downturn worsens, or continues for an extended period of time, delinquencies and losses on the receivables could increase, which could result in losses on your notes.
	Additionally, higher future energy and fuel prices could reduce the amount of disposable income that the affected obligors have available to make monthly payments on their automobile finance contracts. Higher energy costs could also cause business disruptions, which could cause unemployment and a further or deepening economic downturn. Such obligors could potentially become delinquent in making monthly payments or default if they were unable to make payments due to increased energy or fuel bills or unemployment.  The issuing entity’s ability to make payments on the notes could be adversely affected if the related obligors were unable to make timely payments.
	Delinquencies and losses with respect to automobile finance contracts may increase during the term of your notes.  These increases in delinquencies and losses may be related to the weakness in the residential housing market where increasing numbers of individuals have defaulted on their residential mortgage loans.  For delinquency and loss information regarding certain automobile loans originated and serviced by Toyota Motor Credit Corporation (“TMCC”), you should refer to “Delinquencies, Repossessions and Net Losses” and “Static Pools” in this prospectus supplement.
Federal financial regulatory legislation could have an adverse effect on Toyota Motor Credit Corporation, the depositor and the issuing entity, which could result in losses or delays in payments on your notes.	On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Although the Dodd-Frank Act generally took effect on July 22, 2010, many provisions did not take effect for a year or more, some provisions are still not effective and many provisions require implementing regulations to be issued. The Dodd-Frank Act is extensive and significant legislation that, among other things: created the Consumer Financial Protection Bureau (“CFPB”), a new agency responsible for administering and enforcing the laws and regulations for consumer financial products and services; created a new framework for the regulation of over-the-counter derivatives activities; strengthened the regulatory oversight of securities and capital markets activities by the SEC; and

S-23

• created a liquidation framework for the resolution of bank holding companies and other non-bank financial companies determined to be “covered financial companies.”

The scope of the Dodd-Frank Act has broad implications for the financial services industry and requires the development, adoption and implementation of many regulations.  The Dodd-Frank Act affects the offering, marketing and regulation of consumer financial products and services offered by financial institutions, which may include TMCC.  The CFPB has broad regulatory and enforcement powers over consumer financial products and services and supervisory authority over certain banks and nonbanks.  One of the primary purposes of the CFPB is to ensure that consumers receive clear and accurate disclosures regarding financial products and to protect consumers from unfair and deceptive practices.  The potential impact of the Dodd-Frank Act and implementing regulations may include increased cost of operations due to greater regulatory oversight, supervision and examination, limitations on TMCC’s ability to expand product and service offerings due to stricter consumer protection laws and regulations and new or modified disclosure requirements.

The Dodd-Frank Act increases the regulation of the securitization markets.  For example, it will require securitizers or originators to retain an economic interest in a portion of the credit risk for any asset that they securitize or originate.  It will also give broader powers to the SEC to regulate credit rating agencies and adopt regulations governing these organizations and their activities.

Compliance with the implementing regulations under the Dodd-Frank Act or the oversight of the SEC or CFPB may impose costs on, create operational constraints for, or place limits on pricing with respect to finance companies such as TMCC or its affiliates.  Many provisions of the Dodd-Frank Act are required to be implemented through rulemaking by the appropriate federal regulatory agencies over the next couple of years. As such, in many respects, the ultimate impact of the Dodd-Frank Act and its effects on the financial markets and their participants will not be fully known for an extended period of time. In particular, no assurance can be given that these new requirements imposed, or to be imposed after implementing regulations are issued, by the Dodd-Frank Act will not have a significant impact on the servicing of the receivables, and on the regulation and supervision of the servicer, the sponsor, the depositor, the issuing entity and/or their respective affiliates.

Additionally, no assurances can be given that the liquidation framework for the resolution of “covered financial companies” would not apply to TMCC or its affiliates, including the depositor and the issuing entity.  For additional information, you should refer to “Certain Legal Aspects of the Receivables—Dodd-Frank Act Orderly Liquidation Authority Provisions—Potential Applicability to TMCC, the Depositor and Issuing Entities” in the accompanying prospectus.

If the Federal Deposit Insurance Corporation (the “FDIC”) were appointed receiver of TMCC, the depositor or the issuing entity under the Orderly Liquidation Authority provisions (“OLA”) of the Dodd-Frank Act, the FDIC could repudiate contracts deemed burdensome to the estate, including secured debt.  TMCC has structured the transfers of the receivables to the depositor and the related issuing entity as a valid and perfected sale under applicable state law and under the Bankruptcy Code to mitigate the risk of the recharacterization of the sale as a security interest to secure debt of TMCC.  Any attempt by the FDIC to recharacterize the transfer of the receivables as a security interest to secure debt that the FDIC then repudiates would cause delays in payments or losses on the notes.  In addition, if an issuing entity were to become subject to the OLA,

S-24

	the FDIC may repudiate the debt of an issuing entity and the related noteholders would have a secured claim in the receivership of the issuing entity.  Also, if the issuing entity were subject to OLA, noteholders would not be permitted to accelerate the debt, exercise remedies against the collateral or replace the servicer without the FDIC’s consent for 90 days after the receiver is appointed.  As a result of any of these events, delays in payments on the notes would occur and possible reductions in the amount of those payments could occur.  For additional information, you should refer to “Certain Legal Aspects of the Receivables—Dodd-Frank Act Orderly Liquidation Authority Provisions—FDIC’s Repudiation Power Under the OLA” in the accompanying prospectus.
Payment priorities increase risk of loss or delay in payment to certain classes of notes.	Based on the priorities described under “Payments to Noteholders” in this prospectus supplement, classes of notes that receive principal payments before other classes will be repaid more rapidly than the other classes.  Because principal of the notes will be paid sequentially, except in the case of the class A-2, class A-3 and class A-4 notes after the acceleration of notes following an event of default, classes of notes that have higher sequential numerical class designations or higher alphabetical sequential class designations will be outstanding longer and therefore will be exposed to the risk of losses on the receivables during periods after other classes have been receiving most or all amounts payable on their notes, and after which a disproportionate amount of credit enhancement may have been applied and not replenished.
	Because of the priority of payment on the notes, the yields of the higher numerically designated classes or higher alphabetically designated classes will be more sensitive to losses on the receivables and the timing of such losses than the lower numerically designated classes and lower alphabetically designated classes.  Accordingly, the class A-2 notes will be more sensitive to losses on the receivables and the timing of such losses than the class A-1 notes; the class A-3 notes will be relatively more sensitive to losses on the receivables and the timing of such losses than the class A-1 notes and the class A-2 notes; the class A-4 notes will be relatively more sensitive to losses on the receivables and the timing of such losses than the class A-1 notes, the class A-2 notes and the class A-3 notes; and the class B notes will be relatively more sensitive to losses on the receivables and the timing of such losses than the class A notes. If the actual rate and amount of losses exceed your expectations, and if amounts in the reserve account are insufficient to cover the resulting shortfalls, the yield to maturity on your notes may be lower than anticipated, and you could suffer a loss.
	Classes of notes that receive payments earlier than expected are exposed to greater reinvestment risk, and classes of notes that receive principal later than expected are exposed to greater risk of loss.  In either case, the yields on your notes could be materially and adversely affected. In addition, the notes are subject to risk because payments of principal and interest on the notes on each payment date are subordinated to the servicing fee due to the servicer.  This subordination could result in reduced or delayed payments of principal and interest on the notes.

S-25

	For additional information, you should refer to “Because the issuing entity has limited assets, there is only limited protection against potential losses” below.
The class B notes are subject to greater risk because of subordination.	The class B notes are subordinated to the class A notes and are more likely to be impacted by delinquent payments and defaults on the receivables than the classes of notes having an earlier final scheduled payment date.  Interest payments on the class B notes on each payment date will be subordinated to interest payments on the class A notes and principal payments to the class A notes in an amount equal to the first priority principal distribution amount. In addition, in the event the notes are declared to be due and payable after the occurrence of an event of default resulting from the failure to make a payment on the notes, no interest will be paid to the class B notes until all principal of and interest on the class A notes have been paid in full.    Principal payments on the class B notes will be subordinated in priority to the class A notes, as described under “Description of the Notes—Payments of Principal” in this prospectus supplement. No principal will be paid on the class B notes until all principal of the class A notes has been paid in full.  In addition, principal payments on the class B notes will be subordinated to payments of interest on the class A notes and the class B notes.  For additional information, you should refer to “Description of the Notes—Payments of Principal” in this prospectus supplement.    Therefore, if there are insufficient amounts available to pay all classes of notes the amounts due on such classes, delays in payments or losses will be borne by the most junior class of notes outstanding.
The timing of principal payments is uncertain.	The amount of distributions of principal on the notes and the time when you receive those distributions depend on the rate of payments and losses relating to the receivables, which cannot be predicted with certainty. Those principal payments may be regularly scheduled monthly payments or unscheduled payments like those resulting from prepayments or repossession and sale of financed vehicles related to defaulted receivables.  Additionally, the servicer may be required to make payments relating to receivables under some circumstances, and will have the right under certain circumstances to purchase all assets of the issuing entity and thus cause an optional redemption of the notes. Each of these payments will have the effect of shortening the average lives of the notes.  You will bear any reinvestment risks resulting from a faster or slower rate of payments of the receivables.
Prepayments on receivables may cause prepayments on the notes, resulting in reduced returns on your investment and reinvestment risk to you.	You may receive payment of principal on your notes earlier than you expected.  If that happens, you may not be able to reinvest the principal you receive at a rate as high as the rate on your notes.  Prepayments on the receivables will shorten the life of the notes to an extent that cannot be predicted.
	Prepayments may occur for a number of reasons.  Some prepayments may be caused by the obligors under the receivables.  For example, obligors may:

S-26

	make early payments, since receivables will be prepayable at any time without penalty;
	default, resulting in the repossession and sale of the financed vehicle;
	damage the vehicle or become unable to pay due to death or disability, resulting in payments to the issuing entity under any existing physical damage, credit life or other insurance; or
	sell their vehicles or be delinquent or default on their receivables as a result of a manufacturer recall.
	Some prepayments may be caused by the depositor or the servicer.  For example, the depositor will make representations and warranties regarding the receivables, and the servicer will agree to take or refrain from taking certain actions with respect to the receivables.  If the depositor or the servicer breaches a representation or an agreement and the breach is material and cannot be remedied, it will be required to purchase the affected receivables from the issuing entity.  This will result, in effect, in the prepayment of the purchased receivables.  The servicer will also have the option to purchase the receivables from the issuing entity when the total outstanding principal balance of the receivables is 5% or less of the total outstanding principal balance of the receivables as of the cutoff date.  In addition, an event of default under the indenture could cause your notes to be prepaid. In addition, under its current servicing practices, the servicer will pay off any receivable impacted by the Servicemembers Civil Relief Act, as amended (the “Relief Act”), by depositing an amount equal to the remaining outstanding principal balance of such impacted receivable into the collection account and will enter into a new loan with the related obligor, which reflects the payment terms permissible under the Relief Act.  Such new loan would not be an asset of the issuing entity. For additional information, you should refer to the risk factor entitled “Because the issuing entity has limited assets, there is only limited protection against potential losses” below.
	The rate of prepayments on the receivables may be influenced by a variety of economic, social and other factors.  The sponsor cannot predict the actual prepayment rates for the receivables.  The depositor, however, believes that the actual rate of payments, including prepayments, will result in the weighted average life of each class of notes being shorter than the period from the closing date to the related final scheduled payment date.  If this is the case, the weighted average life of each class of notes will be correspondingly shorter.
This prospectus supplement provides information regarding the characteristics of the receivables in the statistical pool as of the cutoff date that may differ from the characteristics of the receivables sold to the issuing entity on the closing date as of the cutoff date.	This prospectus supplement describes the characteristics of the receivables in the statistical pool as of the cutoff date. The receivables sold to the issuing entity on the closing date will be selected from the statistical pool and may also include other receivables owned by the sponsor and may have characteristics that differ somewhat from the characteristics of the receivables in the statistical pool described in this prospectus supplement.  However, the characteristics (as of the cutoff date) of the receivables sold to the

S-27

	issuing entity on the closing date will not differ materially from the characteristics (as of the cutoff date) of the receivables in the statistical pool described in this prospectus supplement, and each receivable must satisfy the eligibility criteria specified in the sale and servicing agreement.  You must not assume that the characteristics of the receivables sold to the issuing entity on the closing date will be identical to the characteristics of the receivables in the statistical pool disclosed in this prospectus supplement.
Because the issuing entity has limited assets, there is only limited protection against potential losses.	The only sources of funds for payments on the notes are collections on the receivables (which include proceeds of the liquidation of repossessed vehicles and of relevant insurance policies) and the reserve account.  The notes will not be obligations of or interests in, and are not guaranteed or insured by, TMCC, Toyota Auto Finance Receivables LLC, Toyota Financial Services Corporation, Toyota Financial Services Americas Corporation, Toyota Motor Corporation (“TMC”), Toyota Motor Sales, U.S.A., Inc. (“TMS”), any trustee or any of their affiliates.  Neither the notes nor the receivables owned by the issuing entity are insured or guaranteed by any governmental agency.  You must rely solely on payments on the receivables and any amounts available in the reserve account for payments on the notes.  The amounts deposited in the reserve account will be limited.  If the entire reserve account has been used, the issuing entity will depend solely on current collections on the receivables to make payments on the notes.  For additional information, you should refer to “Payments to Noteholders—Overcollateralization”and“Description of the Notes—Reserve Account” in this prospectus supplement.  If the assets of the issuing entity are not sufficient to pay interest and principal on the notes you hold, you will suffer a loss.
	Certain events (including some that are not within the control of the issuing entity or the depositor, the sponsor, the administrator, the servicer, TMC, Toyota Financial Services Americas Corporation, Toyota Financial Services Corporation, TMS, the indenture trustee, the owner trustee or of their affiliates) may result in events of default under the indenture and cause acceleration of all outstanding notes.  Upon the occurrence of an event of default under the indenture that results in acceleration of the maturity of the notes, the issuing entity may be required promptly to sell the receivables, liquidate the other assets of the issuing entity and apply the proceeds to the payment of the notes.  Liquidation would be likely to accelerate payment of all notes that are then outstanding.  If a liquidation occurs close to the date when any class otherwise would have been paid in full, repayment of that class might be delayed while liquidation of the assets is occurring.  The issuing entity cannot predict the length of time that will be required for liquidation of the assets of the issuing entity to be completed.  In addition, the amounts received from a sale in these circumstances may not be sufficient to pay all amounts owed to the holders of all classes of notes or any class of notes, and you may suffer a loss.  Even if liquidation proceeds are sufficient to repay the notes in full, any liquidation that causes principal of a class of notes to be paid before the related final scheduled payment date will involve the prepayment risks described under “Prepayments on receivables may cause prepayments on the notes, resulting in reduced returns on your investment and reinvestment risk to you” above.  Also, an event of default that results in

S-28

	the acceleration of the maturity of the notes will cause priority of payments of the notes to change, as described under “Payments to Noteholders—Payments After Occurrence of Event of Default Resulting in Acceleration” in this prospectus supplement.  Therefore, all outstanding notes may be affected by any shortfall in liquidation proceeds.  For additional information, you should refer to “Prepayments on receivables may cause prepayments on the notes, resulting in reduced returns on your investment and reinvestment risk to you” above.
Performance of the receivables may be affected by servicer’s consolidation of or change in servicing operations.	Increased delinquency and credit losses are significantly influenced by the combined impact of a number of factors, including the effects of changes in a servicer’s servicing operations, lower used vehicle prices, continued economic weakness, longer term financing and tiered/risk based pricing.  From time to time, the servicer may update its servicing systems in order to improve operating efficiency, update technology and enhance customer services. In connection with such updates, the servicer may experience limited disruptions in servicing activities both during and following roll-out of the new servicing systems or platforms caused by, among other things, periods of system down-time and periods devoted to user training.  These and other implementation related difficulties may contribute to higher delinquencies.  However, it is not possible to predict with any degree of certainty all of the potential adverse consequences that may be experienced.
The geographic concentration of the obligors and performance of the receivables may increase the risk of loss on your investment.	The concentration of the receivables in specific geographic areas may increase the risk of loss.  A deterioration in economic conditions in the states where obligors reside could adversely affect the ability and willingness of obligors to meet their payment obligations under the receivables and may consequently affect the delinquency, loss and repossession experience of the issuing entity with respect to the receivables.  An improvement in economic conditions could result in prepayments by the obligors of their payment obligations under the receivables.  As a result, you may receive principal payments of your notes earlier than anticipated.
	As of the cutoff date, TMCC’s records indicate that, based on the mailing addresses of the obligors of the receivables in the statistical pool, the aggregate principal balance of the receivables in the statistical pool was concentrated in the following states:
	State	Percentage of Aggregate Principal Balance of the Receivables as of the Cutoff Date
	[__________]	[____]%
	[__________]	[____]%
	No other state accounts for more than 5.00% of the aggregate principal balance of the receivables as of the cutoff date.
Certain obligors’ ability to make timely payments on the receivables may be adversely affected by extreme weather conditions and natural disasters.	Extreme weather conditions could cause substantial business disruptions, economic losses, unemployment and an economic downturn. As a result, the related obligors’ ability to make timely payments could be adversely affected. The issuing entity’s ability to make payments on the notes could be adversely affected if the related obligors were unable to make timely payments.
	In addition, natural disasters may adversely affect the obligors of the receivables. The effect of natural disasters on the performance of the receivables is unclear, but there may be an adverse effect on general economic conditions, consumer confidence and general market liquidity. Investors should consider the possible effects on delinquency, default and prepayment experience on the performance of the receivables.

S-29

Withdrawal or downgrading of the initial ratings of the notes will and any adverse changes to a rating may affect the prices for the notes upon resale.       A security rating is not a recommendation to buy, sell or hold securities.  Similar ratings on different types of securities do not necessarily mean the same thing.  To the extent the notes are rated by any rating agency, any such rating agency may change its rating of the notes if that rating agency believes that circumstances have changed.  Any subsequent change in a rating will likely affect the price that a subsequent purchaser would be willing to pay for the notes and your ability to resell your notes.   The depositor expects that the notes will receive ratings from two nationally recognized statistical rating organizations, or “NRSROs,” hired by the sponsor to rate the notes.  Ratings initially assigned to the notes will be paid for by the sponsor.  The sponsor is not aware that any other NRSRO, other than the NRSROs hired by the sponsor to rate the notes, has assigned ratings on the notes.  Securities and Exchange Commission rules state that the payment of fees by the sponsor, the issuing entity or an underwriter to rating agencies to issue or maintain a credit rating on asset-backed securities is a conflict of interest for rating agencies.  In the view of the Securities and Exchange Commission, this conflict is particularly acute because arrangers of asset-backed securities transactions provide repeat business to the rating agencies.  Under Securities and Exchange Commission rules, information provided by the sponsor or the underwriters to a hired NRSRO for the purpose of assigning or monitoring the ratings on the notes is required to be made available to each non-hired NRSRO in order to make it possible for such non-hired NRSROs to assign unsolicited ratings on the notes.  An unsolicited rating could be assigned at any time, including prior to the closing date, and none of the depositor, the sponsor, the underwriters or any of their affiliates will have any obligation to inform you of any unsolicited ratings assigned to the notes and such parties may be aware of such unsolicited ratings.  NRSROs, including the hired rating agencies, may have different methodologies, criteria, models and requirements.  If any non-hired NRSRO assigns an unsolicited rating on the notes, there can be no assurance that such rating will not be lower than the ratings provided by the hired rating agencies, which could adversely affect the market value of your notes and/or limit your ability to resell your notes.  In addition, if the sponsor fails to make available to the non-hired NRSROs any information provided to any hired rating agency for the purpose of assigning or monitoring the ratings on the notes, a hired rating agency could withdraw its ratings on the notes, which could adversely affect the market value of your notes and/or limit your ability to resell your notes.    Furthermore, Congress or the Securities and Exchange Commission may determine that any NRSRO that assigns ratings to the notes no longer qualifies as a nationally recognized statistical rating organization for purposes of the federal securities laws and that determination may also have an adverse effect on the market price of the notes.   Potential investors in the notes are urged to make their own evaluation of the creditworthiness of the receivables and the credit enhancement on the notes, and not to rely solely on the ratings on the notes.  

S-30

The rate of depreciation of certain financed vehicles could exceed the amortization of the outstanding principal balance of the loan on those financed vehicles, which may result in losses.	There can be no assurance that the value of any financed vehicle will be greater than the outstanding principal balance of the related receivable.  New vehicles normally experience an immediate decline in value after purchase because they are no longer considered new.  As a result, it is highly likely that the principal balance of the related receivable will exceed the value of the related vehicle during the earlier years of a receivable’s term.  Defaults during these earlier years are likely to result in losses because the proceeds of repossession are less likely to pay the full amount of interest and principal owed on the receivable.  The frequency and amount of losses may be greater for receivables with longer terms, because these receivables tend to have a somewhat greater frequency of delinquencies and defaults and because the slower rate of amortization of the principal balance of a longer term receivable may result in a longer period during which the value of the financed vehicle is less than the remaining principal balance of the receivable.  The frequency and amount of losses may also be greater for obligors with little or no equity in their vehicles because the principal balances for such obligors are likely to be greater for similar loan terms and vehicles than for obligors with a more significant amount of equity in the vehicle.  Additionally, although the frequency of delinquencies and defaults tends to be greater for receivables secured by used vehicles, the amount of any loss tends to be greater for receivables secured by new vehicles because of the higher rate of depreciation described above.
You may suffer losses due to receivables with low annual percentage rates.	In addition, the receivables include receivables that have APRs that are less than the interest rates on your securities.  Obligors with higher APR receivables may prepay at a faster rate than obligors with lower APR receivables.  Higher rates of prepayments of receivables with higher APRs may result in the issuing entity holding receivables that will generate insufficient collections to cover delinquencies or chargeoffs on the receivables or to make current payments of interest on or principal of your notes.  Similarly, higher rates of prepayments of receivables with higher APRs will decrease the amounts available to be deposited in the reserve account, reducing the protection against losses and shortfalls afforded thereby to the notes.  For additional information, you should refer to “The Receivables Pool––Distribution of the Receivables in the Statistical Pool as of the Cutoff Date by APR” and “Prepayment and Yield Considerations” in this prospectus supplement.
[Retention of the class [__] notes by the depositor or an affiliate of the depositor may reduce the liquidity of such classes of notes.]	[Some or all of the class [__] notes will be retained by the depositor or its affiliate on the closing date, but may subsequently be sold directly, including through a placement agent, on or after the closing date, or through underwriters after the closing date in one or more negotiated transactions or otherwise at varying prices to be determined at the time of sale.  If only a portion of the class [__] notes are sold, the market for such a retained class of notes may be less liquid than would otherwise be the case.  In addition, if any retained notes are subsequently sold in the secondary market, demand and market price of notes already in the market could be adversely affected.  Additionally, if any class [__] notes are subsequently sold, or if any of the retained portion of the class [__] notes are subsequently sold, the voting power of the noteholders of the outstanding notes may be diluted.]

S-31

Holders of the class B notes may suffer losses because they have limited control over actions of the issuing entity and conflicts between classes of notes may occur.

The class A notes will be the “controlling class” under the indenture while any class A notes are outstanding.  After the class A notes have been paid in full, the class B notes will be the controlling class.  The rights of the controlling class will include the following: following an event of default, to direct the indenture trustee to exercise one or more of the remedies specified in the indenture relating to the property of the issuing entity, including a sale of the receivables; following certain servicer defaults, to waive such servicer default or to terminate the servicer; to appoint a successor indenture trustee; and to consent to specified types of amendments. In exercising any rights or remedies under the indenture, the controlling class may act solely in its own interests or direct the indenture trustee to act in the interest of the controlling class. Therefore, holders of notes that are subordinated to the controlling class will not be able to participate in the determination of any proposed actions that are within the purview of the controlling class, and the controlling class, or the indenture trustee at the direction of the controlling class, could take actions that would adversely affect the holders of notes that are subordinated to the controlling class.

[Risks associated with the swap agreement.]

Swap Counterparty Risk; Performance and Ratings Risks.  The amounts available to the issuing entity to pay interest and principal of all classes of notes depend in part on the operation of the swap agreement and the performance by the swap counterparty of its obligations under the swap agreement.  The ratings of all of the notes take into account the provisions of the swap agreement and the ratings currently assigned to [THE SWAP COUNTERPARTY]’s debt obligations, because [________] is the swap counterparty. During those periods in which the floating one-month LIBOR based rates payable on the classes of floating rate notes is substantially greater than the amount payable by the issuing entity to the swap counterparty, the issuing entity will be more dependent on receiving payments from the swap counterparty in order to make payments on the notes.  If the swap counterparty fails to pay the net amount due, the amount of credit enhancement available in the current or any future period may be reduced and you may experience delays and/or reductions in the interest and principal payments on your notes.  On the other hand, during those periods in which the amounts payable by the swap counterparty are less than the amounts payable by the issuing entity under the swap agreement, the issuing entity will be obligated to make payments to the swap counterparty.  The swap counterparty will have a claim on the assets of the issuing entity for the net swap payment and other amounts due to the swap counterparty from the issuing entity.  The swap counterparty’s claim for net swap payments will be higher in priority than payments on the notes.  On any payment date, if there are not enough “available collections” to pay all of the issuing entity’s obligations for that payment date, the swap counterparty will receive payment of the net amount due to it under the swap agreement prior to payment of interest on your notes.  Interest on your notes will be paid on a pari passu basis with senior swap termination payments payable to the swap counterparty.  If there is a shortage of  available collections on any payment date, you may experience delays and/or reductions in interest and principal payments on your notes.

S-32

[Add disclosure regarding current ratings of swap counterparty].  A downgrade, suspension or withdrawal of any rating of the debt of [_________] by a rating agency may result in the downgrade, suspension or withdrawal of the rating assigned by such rating agency to any class (or all classes) of notes.  A downgrade, suspension or withdrawal of the rating assigned by a rating agency to a class of notes would likely have adverse consequences on the liquidity or market value of those notes. The rating agencies base their ratings of companies, including the swap counterparty, on factors that are specific to those companies and factors that are external to those companies, including such company’s “country ceilings” for ratings of foreign currency denominated debt and bank deposits and of domestic currency denominated debt issued or guaranteed by such foreign government. Upon a downgrade of the rating of the swap counterparty to levels unacceptable to the rating agencies, the swap counterparty will be required to assign the swap agreement to another party, obtain a replacement swap agreement on substantially the same terms as the swap agreement or collateralize its obligations under the swap agreement.  If the swap counterparty fails to do so, it is likely that the ratings on your notes will be downgraded. Investors should make their own determinations as to the likelihood of performance by the swap counterparty of its obligations under the swap agreement. Early Termination May Affect Weighted Average Life and Yield.  Certain events (including some that are not within the control of the issuing entity or the swap counterparty) may cause the termination of the swap agreement.  Certain of these events will not cause a termination of the swap agreement unless holders of at least 66 2/3% of the outstanding principal balance of the class [__] notes, voting as a single class (excluding for such purposes the outstanding principal balance of any notes held of record or beneficially owned by Toyota Motor Credit Corporation, Toyota Auto Finance Receivables LLC or any of their affiliates), vote to instruct the indenture trustee (as assignee of the rights of the owner trustee) to terminate the swap agreement.  The holders of any class of notes may not have sufficient voting interests to cause or to prevent a termination of the swap agreement. Risk of Loss Upon Termination.  If the swap agreement is terminated, the issuing entity may be obligated to make a swap termination payment to the swap counterparty in an amount that the issuing entity cannot now estimate.  Certain of these swap termination payments paid by the issuing entity may reduce the amounts available to be paid to noteholders.  See “Payments to Noteholders” and “The Swap Agreement” in this prospectus supplement.]

[Dependence on a revolving liquidity note to fund certain shortfalls presents counterparty risk, risk of change of yields of the notes and risk of loss in connection with breach of funding obligation.]

[General.  The issuing entity will enter into the revolving liquidity note agreement with [Toyota Motor Credit Corporation].  This agreement will authorize the issuing entity to make draw requests to fund interest and principal payable on the notes to the extent available collections are insufficient to make these payments and the amounts on deposit in the reserve account are insufficient to fund these shortfalls.  In addition, the revolving liquidity note agreement will require [Toyota Motor Credit Corporation], as

S-33

holder of the revolving liquidity note, to fund draws as and when requested by the issuing entity.  The issuing entity will issue the revolving liquidity note to [Toyota Motor Credit Corporation] to evidence the trust’s obligation to repay any draws funded by [Toyota Motor Credit Corporation], together with interest accrued on the funded draws at a rate of [____]% per annum.  For a description of the key provisions of the revolving liquidity note agreement, see “Revolving Liquidity Note” in this prospectus supplement.

Counterparty Risk; Performance Risk.  The amounts available to the issuing entity to pay interest on and principal of all classes of Class A Notes may depend in part on the operation of the revolving liquidity note agreement and the performance by the holder of the revolving liquidity note of its obligations under the revolving liquidity note agreement.

On any payment date on which available collections are insufficient to fund payments of interest on and principal of the notes, the issuing entity will be dependent on receiving payments from the holder of the revolving liquidity note to make payments on the notes, to the extent there are no amounts, or insufficient amounts, then on deposit in the reserve account to fund shortfalls.  If the holder of the revolving liquidity note fails to fund any requested draw, the amount of credit enhancement available in the current or any future period may be reduced and you may experience delays and/or reductions in the interest and principal payments on your notes.  Although this failure will require the holder of the revolving liquidity note to immediately fund the entire undrawn balance of the revolving liquidity note, if the holder of the revolving liquidity note fails to do so, it may cause a continuing shortfall in the funds available to make payments to noteholders.  This is particularly true because these funding obligations could arise under circumstances where there are no amounts on deposit in the reserve account and current collections are insufficient to fund shortfalls or to start making deposits into the reserve account to be available to make payments in future periods.  Any failure to fund draws by the holder of the revolving liquidity note will cause you to experience delays and/or reductions in interest and principal payments on your notes.

If Toyota Motor Credit Corporation’s short-term unsecured debt rating falls below certain ratings by the rating agencies (or in either case, such lower ratings as may be permitted by such rating agencies), or if the holder of the revolving liquidity note fails to fund any amount drawn under the revolving liquidity note, then the indenture will require the indenture trustee to demand payment of the entire undrawn amount of the revolving liquidity note and to deposit the payment into the reserve account.  In this event, if the holder of the revolving liquidity note fails to fund the required draw, it is likely that the ratings on your notes will be downgraded.

Investors should make their own determinations as to the likelihood of performance by the holder of the revolving liquidity note of its obligations under the revolving liquidity note agreement.

An Event of Default May Affect Weighted Average Life and Yield.  If the holder of the revolving liquidity note defaults on its obligation to fund the entire undrawn amount of the revolving liquidity note in connection with a downgrade or breach of funding obligation, this default will constitute an event of default under the indenture that will cause the priority of payments of the class A notes to change, from pro rata payments of interest followed by sequential payments of principal, to pro rata payments of

S-34

	interest followed by pro rata payments of principal to all classes of class A notes.  Thereafter, all classes of notes will be exposed to the risk of additional shortfalls and losses, and, even if sufficient collections are thereafter available to fund payment in full of all classes of notes, this change in the priority of payments will change the timing of the repayment in full relative to the respective final scheduled payment dates of each class, with corresponding negative effects on the yields to the holders of each class.]
[Credit Ratings of the TMCC Demand Notes May Not Reflect the True Risks of the Issuing Entity’s Investment in the TMCC Demand Notes.]	[The TMCC demand notes will be unsecured general obligations of TMCC and will rank pari passu with all other unsecured and unsubordinated indebtedness of TMCC outstanding from time to time.  TMCC demand notes will not be subject to redemption by TMCC and will not have the benefit of any sinking fund.  The credit ratings assigned to the TMCC Demand Notes represent the rating agencies’ opinion regarding the timely payment of interest and the ultimate payment of principal, but are not a guarantee of quality.  The Issuing Entity, as a holder of the TMCC demand notes, will be an unsecured creditor of TMCC. The credit ratings on the TMCC demand notes are an assessment of TMCC’s ability to pay its obligations.  Consequently, real or anticipated changes in the credit ratings of the TMCC demand notes will generally affect the market value on the TMCC demand notes.  A reduction in the credit ratings on the TMCC demand notes will likely affect the price that a subsequent purchaser would be willing to pay you for your notes and your ability to resell your notes. See “Risk Factors—The rating of a swap counterparty or the issuer of demand notes may affect the ratings of the notes” in the accompanying prospectus.]
[You may suffer a loss due to the performance of the TMCC Demand Notes.]	[The issuing entity, as a holder of the TMCC demand notes, will be an unsecured creditor of TMCC.  The TMCC demand notes will be unsecured general obligations of TMCC and will rank pari passu with all other unsecured and unsubordinated indebtedness of TMCC outstanding from time to time.  The issuing entity will hold the TMCC demand notes and, by investing in the notes issued by the issuing entity, you will be an indirect holder of the TMCC demand notes.  The failure on the part of TMCC to make principal of payments of the TMCC demand notes may cause you to suffer losses on your notes. You should carefully consider the risks set forth in Part I, Item 1A of TMCC’s most recent Annual Report on Form 10-K and Part II, Item 1A of TMCC’s most recent Quarterly Reports on Form 10−Q incorporated by reference into this prospectus supplement, as well as the other information contained or incorporated by reference in this prospectus supplement or in the related prospectus.]

S-35

THE ISSUING ENTITY

The Toyota Auto Receivables 20[__]-[__] Owner Trust (the “Issuing Entity”) is a Delaware statutory trust formed pursuant to the trust agreement, as amended and restated (the “Trust Agreement”), between Toyota Auto Finance Receivables LLC, as depositor (“TAFR LLC” or the “Depositor”), and [__________], as owner trustee (in such capacity the “Owner Trustee”), and the filing of a certificate of trust with the Secretary of State of the State of Delaware.  After its formation, the Issuing Entity will not engage in any activity other than:

(i)           acquiring, holding and managing the retail installment sales contracts described below under “The Receivables Pool” (the “Receivables”) and the other property of the Issuing Entity and proceeds therefrom,

(ii)           issuing:

(a)           the Class A-1 Asset-Backed Notes in the aggregate original principal amount of $[__________] (the “Class A-1 Notes”);

(b)           the Class A-2 Asset-Backed Notes in the aggregate original principal amount of $[__________] (the “Class A-2 Notes”);

(c)           the Class A-3 Asset-Backed Notes in the aggregate original principal amount of $[__________] (the “Class A-3 Notes”);

(d)           the Class A-4 Asset-Backed Notes in the aggregate original principal amount of $[__________] (the “Class A-4 Notes”);

(e)           the Class B Asset-Backed Notes in the aggregate original principal amount of $[__________] (the “Class B Notes”);

(f)           the certificate (the “Certificate”), evidencing an undivided beneficial ownership interest in the Issuing Entity that is subordinate to the interests of the holders of any class of Notes (the “Noteholders”); and

(g)           [the revolving liquidity note (the “Revolving Liquidity Note”)];

(iii)           [entering into the Swap Agreement and a revolving liquidity note agreement;]

(iv)           making distributions on the Notes and the Certificate and to the Depositor, the Servicer, the Administrator and any third parties;

(v)           engaging in those other activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith;

(vi)           subject to compliance with the Transfer and Servicing Agreements, engaging in such other activities as may be required in connection with conservation of the Trust Estate; and

(vii)           assigning, granting, transferring, pledging, mortgaging and conveying the Trust Estate pursuant to, and on the terms and conditions described in, the indenture (the “Indenture”) between the Issuing Entity and [__________], as indenture trustee (in such capacity, the “Indenture Trustee”) and to holding, managing and distributing to the holders of the Certificates (the “Certificateholders”) pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the lien of the Indenture.

The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes are referred to in this prospectus supplement collectively as the “Class A Notes.”  The Class A Notes and the Class B Notes are referred to in this prospectus supplement collectively as the “Notes.”  [Some or all of the Class [__] Notes will be retained by TAFR LLC or its affiliate on the Closing Date, but may subsequently be sold directly, including through a placement agent, on or after the Closing Date, or through underwriters after the Closing Date in one or more negotiated transactions or otherwise at varying prices to be determined at the time of sale.]

S-36

The Notes and the Certificate are collectively referred to as the “Securities” and the holders of Securities are referred to as “Securityholders.”  Each Note will represent an obligation of, and each Certificate will represent a an undivided ownership interest in, the Issuing Entity. Payments in respect of the Certificate will be subordinated to payments in respect of the Notes to the extent described in this prospectus supplement.  The Notes are the only securities being offered hereby.  The Certificate is not being offered to you in this offering.

The Issuing Entity may not issue securities other than the Notes, the Certificate [and the Revolving Liquidity Note].  Except for the Notes [and the Revolving Liquidity Note], the Issuing Entity is also prohibited from borrowing money or making loans to any other person.

Any amendment to the trust agreement to amend, supplement or modify these permitted activities, or otherwise make any modification that would materially and adversely affect the Noteholders, would require the consent of the holders of not less than a majority of the aggregate outstanding principal amount of the Controlling Class of Notes.

The Issuing Entity will initially be capitalized with the Notes, the Certificate, the yield supplement overcollateralization amount, overcollateralization and the amounts on deposit in the Reserve Account.  The Issuing Entity will use the Notes and the Certificate as consideration for the Receivables transferred to the Issuing Entity by the Depositor pursuant to the Sale and Servicing Agreement (the “Sale and Servicing Agreement”) described under “Summary of Terms” in this prospectus supplement.  Only the Notes are being offered by this prospectus supplement and the accompanying prospectus.  TAFR LLC will deliver the net proceeds from the sale of the Notes to Toyota Motor Credit Corporation, the sponsor of this transaction (“TMCC” or the “Sponsor”), as consideration for the Receivables transferred to TAFR LLC by TMCC, pursuant to the Receivables Purchase Agreement (the “Receivables Purchase Agreement”) described under “Summary of Terms” in this prospectus supplement.  [Some or all of the Class [__] Notes will be retained by TAFR LLC or its affiliate on the Closing Date, but may subsequently be sold directly, including through a placement agent, on or after the Closing Date, or through underwriters after the Closing Date in one or more negotiated transactions or otherwise at varying prices to be determined at the time of sale.]  The Certificate will initially be retained by TAFR LLC.

TMCC will be appointed to act as the servicer of the Receivables (the “Servicer”).  TMCC, as Servicer, will service the Receivables pursuant to the Sale and Servicing Agreement and the Trust Agreement and TMCC, as administrator (the “Administrator”) will perform additional administrative services for the Issuing Entity, the Owner Trustee and the Indenture Trustee pursuant to the Administration Agreement (the “Administration Agreement”) described under “Summary of Terms” in this prospectus supplement.  TMCC (or any successor servicer or successor administrator) will be compensated for such services as described under “Transfer and Servicing Agreements––Servicing Compensation” in this prospectus supplement and “Description of the Transfer and Servicing Agreements––Servicing Compensation and Payment of Expenses” in the accompanying prospectus.

Pursuant to agreements between TMCC and the Dealers, each Dealer will repurchase from TMCC those contracts that do not meet certain representations and warranties made by the Dealer when sold by the Dealer.  These Dealer repurchase obligations are referred to in this prospectus supplement as “Dealer Recourse.” These representations and warranties may relate to the origination of the contracts and the perfection of the security interests in the related financed vehicles, and may also relate to the creditworthiness of the related retail purchaser of a Financed Vehicle who entered into a retail installment sales contract with a Dealer (each, an “Obligor”) or the collectibility of the contracts.  Although the Dealer agreements with respect to the Receivables will not be assigned to the Issuing Entity, the Sale and Servicing Agreement will require that any recovery by TMCC in respect of any Receivable pursuant to any Dealer Recourse be deposited in the Collection Account in satisfaction of TMCC’s repurchase obligations under the Sale and Servicing Agreement.  The sales by the Dealers of installment sales contracts to TMCC do not generally provide for recourse against the Dealers for unpaid amounts in the event of a default by an obligor under an installment sales contract, other than in connection with the breach of the foregoing representations and warranties.  As of [________], 20[__], there were approximately [____] Dealers from whom TMCC has purchased installment sales contracts.

S-37

The Notes will be secured by and payable from the property of the Issuing Entity.  The Issuing Entity property that secures the Notes includes the Receivables and certain monies due or received on such Receivables after the Cutoff Date.  The Issuing Entity property also includes (i) such amounts as from time to time may be held in one or more accounts established and maintained by the Servicer pursuant to the Sale and Servicing Agreement, as described below; (ii) security interests in the Financed Vehicles and any accessions thereto; (iii) the rights to proceeds with respect to the Receivables under physical damage, theft, credit life, credit disability and similar insurance policies covering the Financed Vehicles or the Obligors, as the case may be; (iv) the right to receive proceeds from any Dealer Recourse; (v) the rights of the Depositor under the Receivables Purchase Agreement; (vi) the right to realize upon any property (including the right to receive future proceeds of liquidation of Defaulted Receivables) that shall have secured a Receivable and that shall have been acquired by the Owner Trustee; and (vii) any and all proceeds of the property listed in clauses (i) through (vi).  The property of the Issuing Entity is referred to herein as the “Trust Estate.”

The Reserve Account, which belongs to the Depositor, will be established with and maintained by the Indenture Trustee and pledged to the Indenture Trustee to secure payments on the Notes.

The Issuing Entity’s fiscal year end will occur on the 31st day of December each year.

The Issuing Entity’s principal offices are in Wilmington, Delaware, in care of [__________], at the address described below under “—The Trustees” in this prospectus supplement.

CAPITALIZATION OF THE ISSUING ENTITY

The following table illustrates the capitalization of the Issuing Entity as of the Closing Date, as if the issuance and sale of the Notes and the Certificate had taken place on such date:

Class A-1 Notes	$[__________]
Class A-2 Notes	$[__________]
Class A-3 Notes	$[__________]
Class A-4 Notes	$[__________]
Class B Notes	$[__________]
Reserve Account Initial Deposit(1)	$[__________]
Yield Supplement Overcollateralization Amount	$[__________]
Initial Overcollateralization	$[__________]
Total	$[__________]

______________________

(1) The Reserve Account is pledged to the Indenture Trustee for the benefit of the Noteholders and, although the Issuing Entity does not have rights to the Reserve Account, funds on deposit therein will be applied to payments of the Notes in certain circumstances, as described in this prospectus supplement.

THE DEPOSITOR

The Depositor was formed as a limited liability company in the State of Delaware on December 22, 2000, as a wholly owned, limited purpose subsidiary of TMCC. The principal executive offices of the Depositor are located at 19851 South Western Avenue EF 12, Torrance, California, 90501, and its telephone number is (310) 468 7333.  For additional information regarding the Depositor, you should refer to “The Depositor” in the accompanying prospectus.

THE SPONSOR, ADMINISTRATOR AND SERVICER

Since it began sponsoring securitization trusts in 1993, TMCC, in its capacity as Sponsor, has sponsored [__] securitization trusts backed by retail installment sale contracts which have issued more than $[_________] of registered securities to date, [none] of which have defaulted, experienced any events of default or failed to pay principal in full at maturity.

S-38

In addition to securitizing retail installment sale contracts similar to the Receivables, since 1993, TMCC has sponsored other securitization entities backed by pools of automobile leases which have issued more than $[_________] of registered securities to date, [none] of which have defaulted, experienced any trigger events of default or failed to pay principal in full at maturity.  The Sponsor is responsible for originating, pooling and servicing the pool assets and structuring the securitization transaction.  In its roles as Administrator and Servicer, TMCC plays a primary role in the management of the issuing entities and each pool of Receivables.  In addition, as Servicer, TMCC will be authorized to exercise certain discretionary activity with regard to the administration of the Receivables, as described under “The Sponsor, Administrator, Servicer and Issuer of the TMCC Demand Notes—Servicing of Motor Vehicle Retail Installment Sales Contracts” in the accompanying prospectus.

TMCC, in its capacity as Servicer, began servicing operations in 1983.  In addition to servicing retail installment sale contracts similar to the Receivables, TMCC also services vehicle leases, dealer loans and other products and services.

TMCC has been engaged in purchasing finance contracts from authorized Toyota dealers in the U.S. since 1983, and has seen its managed portfolio of retail installment sales contracts grow to approximately $[__________] as of [_______], 20[__].

Additional information regarding TMCC in its capacities as Sponsor, Administrator and Servicer may be found under “The Sponsor, Administrator, Servicer and Issuer of the TMCC Demand Notes” and “Description of the Transfer and Servicing Agreements” in the accompanying prospectus.  The tables below under “Delinquencies, Repossession and Net Losses” in this prospectus supplement show TMCC’s servicing experience for its entire portfolio of retail installment sale contracts on automobiles, including contracts sold in securitizations, that TMCC continues to service, as further described under “Delinquencies, Repossession and Net Losses” in this prospectus supplement.

The Servicer is permitted to appoint a subservicer or engage a third party to perform all or a portion of its servicing obligations at the Servicer’s expense.  For example, TMCC has contracted with third parties to retrieve titles with respect to the Receivables, make collections on TMCC’s behalf and perform certain vehicle repossession functions.  Such an appointment does not relieve the Servicer of its obligations or liability for servicing and administering the Receivables in accordance with the provisions of the Sale and Servicing Agreement.

Under its current servicing practices, the Servicer will pay off any Receivable impacted by the Relief Act by depositing an amount equal to the remaining outstanding principal balance of such impacted Receivable into the Collection Account and will enter into a new loan with the related Obligor, which reflects the payment terms permissible under the Relief Act.  Such new loan will not be an asset of the Issuing Entity.

In July 2010, the Servicer implemented a modification program pursuant to which the Servicer may enter into an amendment to the loan contract with an Obligor whose Receivable relates to a new vehicle and meets certain criteria, in order to extend the term of suchReceivable, thereby increasing the number of Scheduled Payments remaining on such Receivable and re-amortize the loan if a default, breach, violation, delinquency or event permitting acceleration under the terms of such Receivable shall have occurred or, in the judgment of the Servicer, is imminent.  The maximum term of such an amendment was 12 months added to the original term to maturity of the related contract regardless of whether prior deferments were granted, and provided that the number of Scheduled Payments after giving effect to such amendment did not exceed 72.  In April 2011, the Servicer changed the terms of this modification program in order to make the modification program also available to an Obligor whose Receivable relates to a used vehicle and to eliminate the 72 month limit.  However, a Receivable will not be amended if the original contract term is greater than 72 months.  In addition, if any amendment under the modification program extends the maturity of a Receivable beyond the end of the Collection Period related to the Class B Final Scheduled Maturity Date, the Servicer will be obligated to purchase such Receivable, as described under “Description of the Transfer and Servicing Agreements—Servicing Procedures” in the accompanying prospectus.

S-39

[TMCC is also the issuer of the TMCC Demand Notes which the Issuing Entity will purchase directly from TMCC.  For more information on the TMCC Demand Notes, and the risks associated with the Issuing Entity’s investment in the TMCC Demand Notes, see “TMCC Demand Notes” in this Prospectus Supplement and the accompanying Prospectus, “Risk Factors –– Credit Ratings of TMCC May Not Reflect the True Risks of the Issuing Entity’s Investment in the TMCC Demand” and “–– You may suffer a loss due to the performance of the TMCC Demand Notes” in this Prospectus Supplement and “Risk Factors—The rating of a swap counterparty or the issuer of demand notes may affect the ratings of the notes” in the accompanying Prospectus.

[Insert disclosure required by Item 1108(a)(2) of Regulation AB regarding servicers.]

[Insert information required by Item 1108(a)(3) of Regulation AB regarding any additional servicers.]

[Insert disclosure regarding material changes in the past 3 years, if any, to the servicing policies or procedures for similar assets.]

[Insert disclosure regarding material adjustments to the underwriting standards, if any.]

[If at least 10%, but less than 20%, of the receivables are originated by any originator or group of affiliated originators, other than the sponsor or its affiliates, provide the identity of such originator or group of affiliated originators.]

[If at least 20% of the receivables are originated by any originator or group of affiliated originators, other than the sponsor or its affiliates, provide the information required by Item 1110 of Regulation AB with respect to such originator or group of affiliated originators.]

THE TRUSTEES

[__________] will act as Owner Trustee under the Trust Agreement.  [Note: Description of experience serving as owner trustee for ABS transactions involving auto receivables for TMCC and others will be provided by the owner trustee.]

The Depositor, the Servicer and their respective affiliates may maintain normal commercial banking relations with the Owner Trustee and its affiliates.  The fees and expenses of the Owner Trustee will be paid by the Servicer.

[__________] is the Indenture Trustee under the Indenture.  [Note: Description of experience serving as indenture trustee for ABS transactions involving auto receivables for TMCC and others will be provided by the indenture trustee.]

The Depositor, the Servicer and their respective affiliates may maintain normal commercial banking relations with the Indenture Trustee and its affiliates.The fees and expenses of the Indenture Trustee will be paid by the Servicer.

THE RECEIVABLES POOL

The information concerning the Receivables presented throughout this prospectus supplement is based on the Receivables in the statistical pool described in this prospectus supplement as of the Cutoff Date. The statistical pool consists of a portion of the Receivables owned by the Sponsor that met the criteria below as of the Cutoff Date. The Receivables Pool sold to the Issuing Entity on the Closing Date will be selected from the statistical pool and may also include other receivables owned by the Sponsor.  The characteristics of the Receivables Pool sold to the Issuing Entity on the Closing Date as of the Cutoff Date may not be identical to, but will not vary materially from, the characteristics of the Receivables in the statistical pool described in this prospectus supplement as of the Cutoff Date illustrated in the tables below.

S-40

The pool of Receivables (the “Receivables Pool”) will include the Receivables purchased as of the close of business on [________], 20[__] (the “Cutoff Date”).  The Receivables were originated by Dealers in accordance with TMCC’s requirements and subsequently purchased by TMCC.  The Receivables evidence the indirect financing made available by TMCC to the related Obligors of the vehicles financed by the Receivables (the “Financed Vehicles”).  Each Receivable creates a valid, subsisting and enforceable first priority security interest in favor of TMCC in the related Financed Vehicle.  On or before the date of initial issuance of the Notes (the “Closing Date”), TMCC will sell the Receivables to the Depositor pursuant to the Receivables Purchase Agreement between the Depositor and TMCC.  The Depositor will, in turn, sell the Receivables to the Issuing Entity pursuant to the Sale and Servicing Agreement.  For so long as the Notes are outstanding, neither the Depositor nor TMCC may substitute any other retail installment sales contract for any Receivable sold to the Issuing Entity.

As of the Cutoff Date, the receivables in the statistical pool described in this prospectus supplement had an aggregate Principal Balance of $[__________].  As of the Cutoff Date, the Receivables sold to the Issuing Entity on the Closing Date are expected to have an aggregate Principal Balance of $[__________].

The Receivables in the Receivables Pool are required to meet certain selection criteria as of the Cutoff Date and as of the Closing Date (unless one specific date is otherwise stated below).  Pursuant to such criteria, each Receivable:

l	falls within the range of:
	remaining Principal Balance as of the Cutoff Date	$[_______] to $[_______]
	original Principal Balance	$[_______] to $[_______]
	APR	[____]% to [____]%
	original number of monthly payments (“Scheduled Payments”)	[__] to [__] payments
	remaining number of Scheduled Payments as of the Cutoff Date	[__] to [__] payments
l	as of the Cutoff Date, had a maximum number of days past due for payment	29 days
l	as of the Cutoff Date, had a FICO® score of at least	[____]
l	is secured by a new or used Toyota or Lexus passenger car, minivan, light-duty truck or sport utility vehicle;
l	was originated in the United States;
l	was a simple interest Receivable;
l	provides for scheduled monthly payments that fully amortize the amount financed by such Receivable over its original term (except for minimally different payments in the first or last month in the life of the Receivable and, as of the Closing Date, except for modifications permitted under the Sale and Servicing Agreement that re-amortize the term of the Receivable, as described under “Description of the Transfer and Servicing Agreements—Servicing Procedures” in the accompanying prospectus);
l	is serviced by TMCC as of the Closing Date;
l	as of the Cutoff Date, was not noted in the records of TMCC or the Servicer as being the subject of a bankruptcy proceeding or insolvency proceeding;
l	does not relate to a vehicle that has been repossessed without reinstatement as of the Cutoff Date; and
l	does not relate to a vehicle as to which the related obligor is an employee of TMCC or any of its affiliates.

No selection procedures believed by TMCC to be adverse to Noteholders have been used in selecting the Receivables from qualifying retail installment sale contracts or from the receivables in the statistical pool. Except as described in the first bullet-point above, the Receivables were not selected on the basis of their APRs.

Based on the mailing addresses of the Obligors, the Receivables have been originated in [____] States [and the District of Columbia].  Except in the case of any breach of representations and warranties by the related Dealer, the Receivables generally do not provide for recourse against the originating Dealer.  The composition, and the distributions by APR, geographic distribution, remaining Principal Balance, original number of Scheduled Payments, remaining number of Scheduled Payments and FICO® score of the Receivables in the statistical pool as of the Cutoff Date are as described in the following tables.

S-41

Composition of the Receivables in the Statistical Pool as of the Cutoff Date

Total Outstanding Principal Balance	$[__________]
Number of Receivables	[______]
Average Principal Balance	$[________]
Range of Principal Balances	$[______] - $[______]
Average Original Amount Financed	$[________]
Range of Original Amounts Financed	$[______] - $[______]
Weighted Average APR(1)	[____]%
Range of APRs	[____]% - [____]%
Weighted Average Original Number of Scheduled Payments(1)	[____] payments
Range of Original Number of Scheduled Payments	[__] – [__] payments
Weighted Average Remaining Number of Scheduled Payments(1)	[____] payments
Range of Remaining Number of Scheduled Payments	[__] – [__] payments
Weighted Average FICO® score(1) (2)	[____]
Range of FICO®scores(2)	[____] – [____]

_______________________________________________________________

(1)     Weighted by Principal Balance as of the Cutoff Date.

(2)     FICO® is a federally registered servicemark of Fair Isaac Corporation.

The following are additional characteristics of the Receivables in the statistical pool as of the Cutoff Date, in each case as a percentage of the aggregate Principal Balance of the Receivables as of the Cutoff Date:

New vehicles financed by TMCC	[____]%
Used vehicles financed by TMCC	[____]%
Passenger cars financed by TMCC	[____]%
Minivans financed by TMCC	[____]%
Light-duty trucks financed by TMCC	[____]%
Sport utility vehicles financed by TMCC	[____]%
Receivables representing financing of vehicles manufactured or distributed by Toyota Motor Corporation or its affiliates	[____]%

S-42

Distribution of the Receivables in the Statistical Pool

as of the Cutoff Date by APR

Range of APRs	Number of Receivables	Percentage of Total Number of Receivables	Cutoff Date Aggregate Principal Balance	Percentage of Cutoff Date Aggregate Principal Balance
0.00 -   0.99%	[______]	[____]%	$[__________]	[____]%
1.00 -   1.99%	[______]	[____]	[__________]	[____]
2.00 -   2.99%	[______]	[____]	[__________]	[____]
3.00 -   3.99%	[______]	[____]	[__________]	[____]
4.00 -   4.99%	[______]	[____]	[__________]	[____]
5.00 -   5.99%	[______]	[____]	[__________]	[____]
6.00 -   6.99%	[______]	[____]	[__________]	[____]
7.00 -   7.99%	[______]	[____]	[__________]	[____]
8.00 -   8.99%	[______]	[____]	[__________]	[____]
9.00 -   9.99%	[______]	[____]	[__________]	[____]
10.00 - 10.99%	[______]	[____]	[__________]	[____]
11.00 - 11.99%	[______]	[____]	[__________]	[____]
12.00 - 12.99%	[______]	[____]	[__________]	[____]
13.00 - 13.99%	[______]	[____]	[__________]	[____]
14.00 - 14.99%	[______]	[____]	[__________]	[____]
15.00 - 15.99%	[______]	[____]	[__________]	[____]
16.00 - 16.99%	[______]	[____]	[__________]	[____]
17.00 - 17.99%	[______]	[____]	[__________]	[____]
18.00 - 18.99%	[______]	[____]	[__________]	[____]
19.00 - 19.99%	[______]	[____]	[__________]	[____]
20.00 - 20.99%	[______]	[____]	[__________]	[____]
21.00 - 21.99%	[______]	[____]	[__________]	[____]
22.00 - 22.99%	[______]	[____]	[__________]	[____]
Total(1):	[______]	100.00%	$[__________]	100.00%

________________________________________________________________

(1) Percentages may not add to 100% due to rounding.

S-43

Geographic Distribution of the Receivables in the Statistical Pool

as of the Cutoff Date by Geographic Distribution(1)

Geographic Distribution	Number of Receivables	Percentage of Total Number of Receivables	Cutoff Date Aggregate Principal Balance	Percentage of Cutoff Date Aggregate Principal Balance
Alabama	[______]	[____]%	$[__________]	[____]%
Alaska	[______]	[____]	[__________]	[____]
Arizona	[______]	[____]	[__________]	[____]
Arkansas	[______]	[____]	[__________]	[____]
California	[______]	[____]	[__________]	[____]
Colorado	[______]	[____]	[__________]	[____]
Connecticut	[______]	[____]	[__________]	[____]
Delaware	[______]	[____]	[__________]	[____]
District of Columbia	[______]	[____]	[__________]	[____]
Florida	[______]	[____]	[__________]	[____]
Georgia	[______]	[____]	[__________]	[____]
Idaho	[______]	[____]	[__________]	[____]
Illinois	[______]	[____]	[__________]	[____]
Indiana	[______]	[____]	[__________]	[____]
Iowa	[______]	[____]	[__________]	[____]
Kansas	[______]	[____]	[__________]	[____]
Kentucky	[______]	[____]	[__________]	[____]
Louisiana	[______]	[____]	[__________]	[____]
Maine	[______]	[____]	[__________]	[____]
Maryland	[______]	[____]	[__________]	[____]
Massachusetts	[______]	[____]	[__________]	[____]
Michigan	[______]	[____]	[__________]	[____]
Minnesota	[______]	[____]	[__________]	[____]
Mississippi	[______]	[____]	[__________]	[____]
Missouri	[______]	[____]	[__________]	[____]
Montana	[______]	[____]	[__________]	[____]
Nebraska	[______]	[____]	[__________]	[____]
Nevada	[______]	[____]	[__________]	[____]
New Hampshire	[______]	[____]	[__________]	[____]
New Jersey	[______]	[____]	[__________]	[____]
New Mexico	[______]	[____]	[__________]	[____]
New York	[______]	[____]	[__________]	[____]
North Carolina	[______]	[____]	[__________]	[____]
North Dakota	[______]	[____]	[__________]	[____]
Ohio	[______]	[____]	[__________]	[____]
Oklahoma	[______]	[____]	[__________]	[____]
Oregon	[______]	[____]	[__________]	[____]
Pennsylvania	[______]	[____]	[__________]	[____]
Rhode Island	[______]	[____]	[__________]	[____]
South Carolina	[______]	[____]	[__________]	[____]
South Dakota	[______]	[____]	[__________]	[____]
Tennessee	[______]	[____]	[__________]	[____]
Texas	[______]	[____]	[__________]	[____]
Utah	[______]	[____]	[__________]	[____]
Vermont	[______]	[____]	[__________]	[____]
Virginia	[______]	[____]	[__________]	[____]
Washington	[______]	[____]	[__________]	[____]
West Virginia	[______]	[____]	[__________]	[____]
Wisconsin	[______]	[____]	[__________]	[____]
Wyoming	[______]	[____]	[__________]	[____]
Total(2):	[______]	100.00%	$[__________]	100.00%

________________________________________________________________

(1) Based solely on the mailing addresses of the obligors.

(2) Percentages may not add to 100% due to rounding.

S-44

Distribution of the Receivables in the Statistical Pool

as of the Cutoff Date by Remaining Principal Balance

Remaining Principal Balance	Number of Receivables	Percentage of Total Number of Receivables	Cutoff Date Aggregate Principal Balance	Percentage of Cutoff Date Aggregate Principal Balance
0.00 -   2,499.99	[______]	[____]%	$ [_________]	[____]%
2,500.00 -   4,999.99	[______]	[____]	[__________]	[____]
5,000.00 -   9,999.99	[______]	[____]	[__________]	[____]
10,000.00 - 14,999.99	[______]	[____]	[__________]	[____]
15,000.00 - 19,999.99	[______]	[____]	[__________]	[____]
20,000.00 - 24,999.99	[______]	[____]	[__________]	[____]
25,000.00 - 29,999.99	[______]	[____]	[__________]	[____]
30,000.00 - 34,999.99	[______]	[____]	[__________]	[____]
35,000.00 - 39,999.99	[______]	[____]	[__________]	[____]
40,000.00 - 44,999.99	[______]	[____]	[__________]	[____]
45,000.00 - 49,999.99	[______]	[____]	[__________]	[____]
50,000.00 - 54,999.99	[______]	[____]	[__________]	[____]
55,000.00 - 59,999.99	[______]	[____]	[__________]	[____]
60,000.00 - 64,999.99	[______]	[____]	[__________]	[____]
65,000.00 - 69,999.99	[______]	[____]	[__________]	[____]
70,000.00 - 74,999.99	[______]	[____]	[__________]	[____]
75,000.00 or greater	[______]	[____]	[__________]	[____]
Total(1):	[______]	100.00%	$[__________]	100.00%

________________________________________________________________

 (1) Percentages may not add to 100% due to rounding.

Distribution of the Receivables in the Statistical Pool

as of the Cutoff Date by Original Number of Scheduled Payments

Original Number of Scheduled Payments	Number of Receivables	Percentage of Total Number of Receivables	Cutoff Date Aggregate Principal Balance	Percentage of Cutoff Date Aggregate Principal Balance
1 - 12	[______]	[____]%	$[__________]	[____]%
13 - 24	[______]	[____]	[__________]	[____]
25 - 36	[______]	[____]	[__________]	[____]
37 - 48	[______]	[____]	[__________]	[____]
49 - 60	[______]	[____]	[__________]	[____]
61 - 72	[______]	[____]	[__________]	[____]
Total(1):	[______]	100.00%	$[__________]	100.00%

________________________________________________________________

(1) Percentages may not add to 100% due to rounding.

S-45

Distribution of the Receivables in the Statistical Pool

as of the Cutoff Date by Remaining Number of Scheduled Payments

Remaining Number of Scheduled Payments	Number of Receivables	Percentage of Total Number of Receivables	Cutoff Date Aggregate Principal Balance	Percentage of Cutoff Date Aggregate Principal Balance
1 - 12	[______]	[____]%	$[__________]	[____]%
13 - 24	[______]	[____]	[__________]	[____]
25 - 36	[______]	[____]	[__________]	[____]
37 - 48	[______]	[____]	[__________]	[____]
49 - 60	[______]	[____]	[__________]	[____]
61 - 72	[______]	[____]	[__________]	[____]
Total(1):	[______]	100.00%	$[__________]	100.00%

________________________________________________________________

 (1) Percentages may not add to 100% due to rounding.

Distribution of the Receivables in the Statistical Pool

as of the Cutoff Date by FICO® Score Range(1)

FICO® Score Range(1)	Number of Receivables	Percentage of Total Number of Receivables	Cutoff Date Aggregate Principal Balance	Percentage of Cutoff Date Aggregate Principal Balance
620 - 650	[______]	[____]%	$[__________]	[____]%
651 - 700	[______]	[____]	[__________]	[____]
701 - 750	[______]	[____]	[__________]	[____]
751 - 800	[______]	[____]	[__________]	[____]
801 - 850	[______]	[____]	[__________]	[____]
Greater than or equal to 851	[______]	[____]	[__________]	[____]
Total(2):	[______]	100.00%	$[__________]	100.00%

________________________________________________________________

 (1) FICO® is a federally registered servicemark of Fair Isaac Corporation.

 (2) Percentages may not add to 100% due to rounding.

POOL UNDERWRITING

As described in “The Sponsor, Administrator, Servicer and Issuer of the TMCC Demand Notes—Underwriting of Motor Vehicle Retail Installment Sales Contracts” in the accompanying prospectus, under TMCC’s origination process, credit applications are evaluated when received and are either automatically approved, automatically rejected or forwarded for review by a TMCC credit analyst with appropriate approval authority.  The credit analyst decisions applications based on an evaluation that considers an applicant’s creditworthiness and may consider an applicant’s projected ability to meet the monthly obligation, which is derived from the amount financed, the term, and the assigned contractual interest rate.  [______] Receivables, having an aggregate Principal Balance of approximately $[__________] (representing approximately [____]% of the aggregate Principal Balance of the Receivables in the statistical pool as of the Cutoff Date) were automatically approved, while [______] Receivables, having an aggregate Principal Balance of approximately $[__________] (representing approximately [____]% of the aggregate Principal Balance of the Receivables in the statistical pool as of the Cutoff Date) were evaluated and approved by a TMCC credit analyst with appropriate authority in accordance with TMCC’s written underwriting guidelines.  TMCC determined that whether a receivable was accepted automatically by TMCC’s electronic credit decision system or was accepted following review by a TMCC credit analyst was not indicative of the related receivable’s quality.

S-46

REVIEW OF POOL ASSETS

In connection with the offering of the Notes, the Depositor has performed a review of the Receivables and the disclosure regarding those Receivables that is required to be included in this prospectus supplement and the accompanying prospectus by Item 1111 of Regulation AB (such disclosure, the “Rule 193 Information”).  This review was designed and effected to provide the Depositor with reasonable assurance that the Rule 193 Information is accurate in all material respects.  The Depositor consulted with, and was assisted by, responsible personnel of TMCC in performing the review.  This review consisted of a review of TMCC underwriting guidelines and the eligibility and characteristics of the Receivables, as well as a review of the disclosure describing such underwriting guidelines, and the eligibility and characteristics of the Receivables in this prospectus supplement and the accompanying prospectus.

As part of the review of the Receivables, TMCC and the Depositor identified the Rule 193 Information to be covered and identified the review procedures for each portion of such Rule 193 Information.  Descriptions in the accompanying prospectus under “The Sponsor, Administrator, Servicer and Issuer of the TMCC Demand Notes—Underwriting of Motor Vehicle Retail Installment Sales Contracts” consisting of factual information regarding TMCC underwriting guidelines were reviewed and approved by TMCC management to ensure the accuracy of such descriptions.  Additionally, members of TMCC’s Treasury group consulted with internal counsel, as well as external counsel, with respect to the descriptions of the legal and regulatory provisions that may materially and adversely affect the performance of the Receivables or payments on the Notes.

TMCC selected a random sample of [____] receivables (the “Sample”) from a pool of [________] receivables (the “Sample Pool”) owned by TMCC as of [________], 20[__] that satisfied, on its system, the selection criteria set forth in the fourth paragraph under “The Receivables Pool” above.  TMCC then performed an eligibility review to confirm that those receivables in the Sample Pool satisfied those selection criteria.  The statistical pool was selected from the Sample Pool in a manner designed to cause the characteristics of the Receivables in the statistical pool to not differ materially from the characteristics of the receivables in the Sample Pool.  The Receivables sold to the Issuing Entity on the Closing Date will be selected from the statistical pool and may also include other receivables owned by the Sponsor.  TMCC also tested the accuracy of the data contained in TMCC’s data tape.  The data tape is an electronic record maintained by TMCC, which includes certain attributes of the receivables in the Sample Pool, including the Receivables in the statistical pool.  TMCC reviewed the receivable files for the Sample to confirm that the following 11 data points conformed to the applicable information on the data tape: origination date, original principal balance, original interest rate, monthly payment amount, maturity date at origination, original term, state of origination, vehicle identification number, new or used, FICO® score and, other than for electronic titles, confirmed TMCC is listed as lienholder or was assigned the lien.  [No variances between the data points reviewed and the data tape were found.]  TMCC also compared the statistical information contained under “—Composition of the Receivables in the Statistical Pool as of the Cutoff Date” above to data contained in, or derived from, the data tape.  Specifically, statistical information relating to the Receivables in the statistical pool was recalculated using the applicable information on the data tape.

In addition to this review, the Depositor’s review of the Receivables is further supported by TMCC compliance procedures used in the day-to-day operation of its business.  These procedures include financial reporting controls required by the Sarbanes-Oxley Act, regular internal audits of key business functions, including credit decisioning, servicing and systems processing, testing controls to verify compliance with procedures and quality assurance reviews for credit decisions and securitization processes.  In addition, TMCC has a network of computer applications which capture and maintain information about the Receivables.  These computer systems are subject to change control processes, automated controls testing and control review programs to determine whether systems controls are operating effectively.

Portions of the review of the characteristics of, and statistical information with respect to, the Sample and the Receivables, were performed with the assistance of third parties engaged by TMCC.  TMCC and the Depositor determined the nature, extent and timing of the review and the sufficiency of the assistance provided by the third parties for purposes of its review.  The Depositor had ultimate authority and control over, and assumes all responsibility for, the review and the findings and conclusions of the review.  The Depositor attributes all finding and conclusions of the review to itself.

S-47

After undertaking the review described above, the Depositor has found and concluded that it has reasonable assurance that the Rule 193 Information in this prospectus supplement and the accompanying prospectus is accurate in all material respects.

DELINQUENCIES, REPOSSESSIONS AND NET LOSSES

Described below is information concerning TMCC’s experience with respect to its portfolio of new and used passenger car, minivan, light-duty truck and sport utility vehicle retail installment sales contracts which it has funded and is servicing, including contracts that have been securitized.

The data presented in the following tables are for illustrative purposes only.  There is no assurance that TMCC’s delinquency, credit loss and repossession experience with respect to passenger car, minivan, light-duty truck and sport utility vehicle retail installment sales contracts in the future, or the experience of the Issuing Entity with respect to the Receivables, will be similar to that described below.

Delinquency and credit losses are significantly influenced by the combined impact of a number of factors, including, but not limited to, general economic conditions (including unemployment rates, fuel and energy prices and interest rates), the used vehicle market, purchase quality mix, contract term length, unenforceable or defeated security interests and operational changes affecting TMCC, which have the potential to adversely affect delinquencies and credit losses by disrupting TMCC’s normal operations during the operational change process.

The following tables show TMCC’s servicing experience for its entire portfolio of retail installment sale contracts on automobiles, including contracts sold in securitizations that TMCC continues to service.  The percentages in the tables below have not been adjusted to eliminate the effect of the growth of TMCC’s portfolio.  Accordingly, the delinquency, repossession and net loss percentages would be expected to be higher than those shown for any group of receivables that are isolated for any period or periods of time and the delinquency, repossession and net loss data measured the activity only for that isolated group over the periods indicated, as will be the case for the Receivables.  If the credit losses on the Receivables included in the Issuing Entity are greater than the historical credit loss experience listed below, the yield to holders of the Notes could be adversely affected.

Managed Portfolio

Historical Delinquency Experience(1)

	At December 31,						At March 31,
	2012			2011			2012			2011			2010			2009			2008
Outstanding Contracts(2)		3,153,235			3,132,976			3,119,781			3,189,591			3,093,894			3,050,178			2,942,565
Number of Accounts Past Due in the following categories
30 - 59 days		45,965			52,675			35,162			43,070			55,123			57,547			54,219
60 - 89 days		9,932			11,456			6,786			8,588			11,722			13,327			13,010
Over 89 days		8,497			9,263			5,870			9,153			10,953			11,797			9,575
Delinquencies as a Percentage of Contracts Outstanding(3)
30 - 59 days		1.46	%		1.68	%		1.13	%		1.35	%		1.78	%		1.89	%		1.84	%
60 - 89 days		0.31	%		0.37	%		0.22	%		0.27	%		0.38	%		0.44	%		0.44	%
Over 89 days		0.27	%		0.30	%		0.19	%		0.29	%		0.35	%		0.39	%		0.33	%

____________________

(1) The historical delinquency data reported in this table includes all retail installments sales contracts purchased by TMCC, excluding those purchased by a subsidiary of TMCC in Puerto Rico.  Includes contracts that have been sold but are still being serviced by TMCC.

(2) Number of contracts outstanding at end of period.

(3) The period of delinquency is based on the number of days payments are contractually past due.  A payment is deemed to be past due if less than 90% of such payment is made.

S-48

Managed Portfolio

Net Loss and Repossession Experience(1)

(Dollars In Thousands)

	For the Nine Months Ended December 31,		For the Fiscal Years Ended March 31,
	2012	2011	2012	2011	2010	2009	2008
Principal Balance Outstanding(2)	$46,632,023	$44,671,053	$44,648,020	$45,053,303	$43,234,740	$43,485,623	$42,313,780
Average Principal Balance Outstanding(3)	$45,640,021	$44,862,178	$44,850,661	$44,144,021	$43,360,181	$42,899,702	$39,900,783
Number of Contracts Outstanding	3,153,235	3,132,976	3,119,781	3,189,591	3,093,894	3,050,178	2,942,565
Average Number of Contracts Outstanding(3)	3,136,508	3,161,284	3,154,686	3,141,743	3,072,036	2,996,372	2,812,234
Number of Repossessions(4)	24,764	32,475	42,937	64,710	79,637	81,270	65,785
Number of Repossessions as a Percent of the Number of Contracts Outstanding	1.05%(7)	1.38%(7)	1.38%	2.03%	2.57%	2.66%	2.24%
Number of Repossessions as a Percent of the Average Number of Contracts Outstanding	1.05%(7)	1.37%(7)	1.36%	2.06%	2.59%	2.71%	2.34%
Gross Charge-Offs(5)(8)	$181,388	$186,839	$240,736	$447,159	$724,212	$897,508	$608,689
Recoveries(6)	$45,173	$59,709	$78,593	$98,105	$116,892	$87,182	$68,511
Net Losses	$136,215	$127,130	$162,143	$349,054	$607,320	$810,326	$540,178
Net Losses as a Percentage of Principal Balance Outstanding	0.39%(7)	0.38%(7)	0.36%	0.77%	1.40%	1.86%	1.28%
Net Losses as a Percentage of Average Principal Balance Outstanding	0.40%(7)	0.38%(7)	0.36%	0.79%	1.40%	1.89%	1.35%

____________________

(1) The net loss and repossession data reported in this table includes all retail installments sales contracts purchased by TMCC, excluding those purchased by a subsidiary of TMCC in Puerto Rico.  Includes contracts that have been sold but are still being serviced by TMCC.

(2) Principal Balance Outstanding includes payoff amount for simple interestcontracts and net principal balance for actuarial contracts.  Actuarial contracts do not comprise any of the Receivables.

(3) Average of theprincipal balance or number of contracts outstanding asof thebeginningand end of the indicated periods.

(4) Includes bankrupt repossessions but excludes bankruptcies.

(5) Amount charged off is the net remaining principal balance, including earned but not yet received finance charges, repossession expenses andunpaid extension fees, less any proceeds from the liquidation of the related vehicle.  Also includes dealer reserve charge-offs.

(6) Includes all recoveries from post-disposition monies received on previously charged-off contracts including any proceeds from the liquidation of the related vehicle after the related charge-off.  Also includes recoveries for dealer reserve charge-offs and dealer reserve chargebacks.

(7) Annualized.

(8) Beginning in February 2010, Toyota Motor Credit Corporation changed its charge-off policy from 150 days past due to 120 days past due.

S-49

REPURCHASES OF RECEIVABLES

The transaction documents for prior pools of receivables securitized by the Sponsor contain covenants requiring the repurchase of receivables for breach of a related representation or warranty.  TMCC, as securitizer, discloses, in a report on Form ABS-15G, all fulfilled and unfulfilled repurchase requests for securitized receivables that were the subject of a demand to repurchase.  In the past year, there was no activity to report with respect to any demand to repurchase receivables underlying a securitization sponsored by TMCC.  TMCC filed its most recent report on Form ABS-15G with the SEC on [________], 20[__].  TMCC’s CIK number is 0000834071.  For additional information about obtaining a copy of the report, you should refer to “Where You Can Find More Information About Your Notes” in the accompanying prospectus.  [Note: To the extent the most recent Form ABS-15G filing indicates repurchase activity, a table will be included to illustrate the details disclosed on such filing.]

STATIC POOLS

Attached to this prospectus supplement as Annex B is tabular information that reflects the static pool performance data (including delinquency and cumulative net loss experience) of (i) receivables originated by the Sponsor, organized by vintage year and (ii) previous, recent securitizations of the Sponsor.  The static pool information is deemed to be a part of this prospectus supplement and the registration statement of which this prospectus supplement is a part.  We caution you that the statistical pool of Receivables described in this prospectus supplement may not perform in a similar manner to the Receivables in any vintage origination year.

The characteristics of Receivables included in the static pool information discussed above, as well as the social, economic and other conditions existing at the time when those Receivables were originated and repaid, may vary materially from the characteristics of the Receivables in the Receivables Pool and the social, economic and other conditions existing at the time when the Receivables in the Receivables Pool were originated and those that will exist in the future when the Receivables in the Receivables Pool are required to be repaid.  There is no assurance that TMCC’s delinquency and loss experience with respect to the Receivables included in the Issuing Entity will be similar to that described in Annex B to this prospectus supplement.

USE OF PROCEEDS

The Depositor will use the net proceeds from the sale of the Notes to purchase the Receivables from TMCC pursuant to the Receivables Purchase Agreement and to make a deposit into the Reserve Account.

PREPAYMENT AND YIELD CONSIDERATIONS

For additional information regarding certain maturity and prepayment considerations with respect to the Notes, you should refer to “Risk Factors––Prepayments on receivables may cause prepayments on the notes, resulting in reduced returns on your investment and  reinvestment risk to you,” “Description of the Notes––Payments of Principal” and “Weighted Average Lives of the Notes” in this prospectus supplement.

Because the rate of payment of principal of each class of Notes depends primarily on the rate of payment (including prepayments) of the Principal Balance of the Receivables, final payment of any class of Notes could occur significantly earlier or later than their respective Final Scheduled Payment Dates.  Noteholders will bear the risk of being able to reinvest principal payments on the Notes at yields at least equal to the yield on their respective Notes.  Such reinvestment risk includes the risk that interest rates may be lower at the time such holders received payments from the Issuing Entity than interest rates would otherwise have been had such prepayments not been made or had such prepayments been made at a different time.  No prediction can be made as to the rate of prepayments on the Receivables.

Obligors with higher interest rate Receivables may prepay at a faster rate than obligors with lower interest rate Receivables.  Higher rates of prepayments of Receivables with higher APRs may result in the Issuing Entity holding Receivables that will generate insufficient collections to cover delinquencies or chargeoffs on the Receivables or to make current payments of interest on or principal of the Notes.  Similarly, higher rates of prepayments of Receivables with higher APRs will decrease the amounts available to be deposited in the Reserve Account, reducing the protection against losses and shortfalls afforded thereby to the Notes.  For additional information, you should refer to the table entitled “Distribution of the Receivables in the Statistical Pool as of the Cutoff Date by APR” under “The Receivables Pool” in this prospectus supplement.

S-50

Prior to the occurrence of an Event of Default resulting in acceleration of the maturity of the Notes, principal payments will be made on a sequential basis, i.e., principal payments will not be made on the Class A-2 Notes until the principal amount of the Class A-1 Notes is reduced to zero; principal payments will not be made on the Class A-3 Notes until the principal amount of the Class A-2 Notes is reduced to zero; principal payments will not be made on the Class A-4 Notes until the principal amount of the Class A-3 Notes is reduced to zero; and principal payments will not be made on the Class B Notes until the principal amount of the Class A-4 Notes is reduced to zero.  However, upon the occurrence and during the continuation of an Event of Default resulting in acceleration of the maturity of the Notes (and until such acceleration has been rescinded), the Issuing Entity will pay principal of the Notes, first, to the holders of the Class A-1 Notes until the principal amount of the Class A-1 Notes has been reduced to zero, second, pro rata, based upon their respective unpaid principal amounts, to the holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, until the principal amount of each such class of the Notes has been reduced to zero, and third, to the holders of the Class B notes until the principal amount of the Class B Notes has been reduced to zero.  It is expected that final payment of each class of Notes will occur on or prior to their respective Final Scheduled Payment Dates.

Failure to make final payment of any class of Notes on or prior to the respective Final Scheduled Payment Dates will constitute an Event of Default under the Indenture, which may result in an acceleration of payments in respect of classes that have not reached their respective Final Scheduled Payment Dates.  However, as the rate of payment of principal of each class of Notes depends on the rate of payment (including prepayments) of the Principal Balance of the Receivables, sufficient funds may not be available to pay each class of Notes in full on or prior to the respective Final Scheduled Payment Dates.  If sufficient funds are not available, final payment of any class of Notes could occur later than such dates, and the holders of such Notes could suffer a loss.

The rate of prepayments of the Receivables may be influenced by a variety of economic, social and other factors, and under certain circumstances relating to breaches of representations, warranties or covenants, the Depositor and/or the Servicer will be obligated to repurchase Receivables from the Issuing Entity.  A higher than anticipated rate of prepayments will reduce the aggregate Principal Balance of the Receivables more quickly than expected and thereby reduce anticipated aggregate interest payments on the Notes.  For additional information, you should refer to “Risk Factors––Prepayments on receivables may cause prepayments on the notes, resulting in reduced returns on your investment and reinvestment risk to you” in this prospectus supplement.

Noteholders should consider, in the case of Notes purchased at a discount, the risk that a slower than anticipated rate of principal payments on the Receivables could result in an actual yield that is less than the anticipated yield and, in the case of Notes purchased at a premium, the risk that a faster than anticipated rate of principal payments on the Receivables could result in an actual yield that is less than the anticipated yield.

Certain events (including some that are not within the control of the Issuing Entity) may cause an Event of Default under the Indenture.  Certain Events of Default under the Indenture will not result in acceleration of the Notes unless a majority of the holders of the Class A Notes, for so long as the Class A Notes are outstanding, and thereafter, the Class B Notes then outstanding (the “Controlling Class”) (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their affiliates), voting together as a single class, instruct the Indenture Trustee to accelerate the Notes.  The holders of any class of Notes may not have sufficient voting interests as of any date to cause or to prevent an acceleration of the Notes.  If an Event of Default under the Indenture results in the acceleration of the maturity of the Notes, the Indenture Trustee may liquidate the assets of the Issuing Entity.  Liquidation would accelerate payment of all Notes that are then outstanding.  If a liquidation occurs close to the date when any class otherwise would have been paid in full, repayment of such class might be delayed while liquidation of the assets is occurring.  The Issuing Entity cannot predict the length of time that will be required for liquidation of the assets of the Issuing Entity to be completed.  Even if liquidation proceeds are sufficient to repay the Notes in full, any liquidation that causes principal of a class of Notes to be paid before the related Final Scheduled Payment Date will involve the prepayment risks described under “Risk Factors––Prepayments on receivables may cause prepayments on the notes, resulting in reduced returns on your investment and reinvestment risk to you” in this prospectus supplement.

S-51

The proceeds of any liquidation of the assets of the Issuing Entity may be insufficient to pay in full all accrued interest on and principal of each outstanding class of Notes.  All outstanding Notes will be affected by any shortfall in liquidation proceeds.

WEIGHTED AVERAGE LIVES OF THE NOTES

Prepayments on automotive Receivables can be measured relative to a prepayment standard or model.  The model used in this prospectus supplement, the Absolute Prepayment Model (“ABS”), represents an assumed rate of prepayment each month relative to the original number of Receivables in a pool of Receivables.  ABS further assumes that all the Receivables in such a pool are the same size and amortize at the same rate and that each such Receivable will, in each month of its life, either be paid as scheduled or be prepaid in full.  For example, in a pool of Receivables originally containing 10,000 Receivables, a 1% ABS rate means that 100 Receivables prepay in full each month.  ABS does not purport to be an historical description of prepayment experience or a prediction of the anticipated rate of prepayment of any pool of receivables, including the Receivables.

As the rate of payment of principal of each class of Notes will depend on the rate of payment (including prepayments) of the Principal Balance of the Receivables, final payment of any class of Notes could occur significantly earlier than the respective Final Scheduled Payment Date for such class.  Reinvestment risk associated with early payment of the Notes of any class will be borne exclusively by the holders of such Notes.

The tables captioned “Percent of Initial Note Principal Balance at Various ABS Percentages” (the “ABS Tables”) in this prospectus supplement have been prepared on the basis of the characteristics of the Receivables in the statistical pool. Each absolute prepayment model table assumes that:

·   the Receivables prepay in full at the specified constant percentage of the absolute prepayment model monthly, with no defaults, losses or repurchases on any of the Receivables;

·   each scheduled monthly payment on the Receivables is made on the last day of each month commencing in [________] 20[__] and each month has 30 days;

·   payments on the Notes are made on each Payment Date (and each payment date is assumed to be the [__] day of each applicable month) commencing on [________], 20[__];

·   the closing date is [________], 20[__];

·   the Servicer exercises its option to purchase all of the Receivables and cause a redemption of the Notes when the aggregate Principal Balance of the Receivables is equal to 5.00% or less of the aggregate Principal Balance of the Receivables as of the Cutoff Date;

·   the servicing fee for each month is equal to a rate of 1/12 of 1.00% times the aggregate Principal Balance of the Receivables as of the first day of the related Collection Period;

·   interest on the Class A-1 Notes will be calculated on the basis of the actual number of days in the related interest accrual period and a 360-day year and interest on the other classes of Notes will be calculated on the basis of a 360-day year of twelve 30-day months;

·   the initial outstanding principal amounts of the Class A-1 Notes will be $[__________], of the Class A-2 Notes will be $[__________], of the Class A-3 Notes will be $[__________], of the Class A-4 Notes will be $[__________] and of the Class B Notes will be $[__________];

·   interest accrues on the Class A-1 Notes at [____]% per annum, on the Class A-2 Notes at [____]% per annum, on the Class A-3 Notes at [____]% per annum, on the Class A-4 Notes at [____]% per annum and on the Class B Notes at [____]% per annum;

·   no Event of Default has occurred;

S-52

·   the Yield Supplement Overcollateralization Amount at each Payment Date is the amount described in the schedule below; and

·   [the net of swap payments from the Issuing Entity to the Swap Counterparty and swap payments from the Swap Counterparty to the Issuing Entity is zero.]

The Yield Supplement Overcollateralization Amount schedule described below is utilized solely to calculate the weighted average lives and percentages of initial outstanding principal amounts at various absolute prepayment model percentages in the tables below.  The actual Yield Supplement Overcollateralization Amount will be calculated for each Payment Date and may differ depending on the actual receivables included in the pool of Receivables and the actual prepayments and losses on those Receivables with an APR less than the Required Rate. For purposes of the Yield Supplement Overcollateralization Amount schedule described below, the Required Rate is assumed to be [____]%.

Payment Date	Yield Supplement Overcollateralization Amount	Payment Date	Yield Supplement Overcollateralization Amount
Closing Date	$[__________]	[________] 20[__]	$[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]
[________] 20[__]	[__________]	[________] 20[__]	[__________]

For purposes of these absolute prepayment model tables, the receivables have an assumed cutoff date of the close of business on [________], 20[__].  Each absolute prepayment model table indicates the projected weighted average life of each class of Notes and sets forth the percent of the original principal amount of each class of Notes that is projected to be outstanding after each of the Payment Dates, shown at various constant absolute prepayment model percentages.

S-53

The ABS Table also assumes that the Receivables have been aggregated into [12] hypothetical pools with all of the Receivables within each such pool having the following characteristics and that the level scheduled monthly payment for each of the pools (which is based on its aggregate Principal Balance, weighted average APR, weighted average original number of scheduled payments and weighted average remaining number of scheduled payments as of the assumed cutoff date) will be such that each pool will be fully amortized by the end of its remaining term to maturity.

Pool	Aggregate Principal Balance	Weighted Average APR (%)	Weighted Average Remaining Number of Scheduled Monthly Payments	Weighted Average Original Number of Scheduled Monthly Payments
1	$[__________]	[____]	[____]	[____]
2	[__________]	[____]	[____]	[____]
3	[__________]	[____]	[____]	[____]
4	[__________]	[____]	[____]	[____]
5	[__________]	[____]	[____]	[____]
6	[__________]	[____]	[____]	[____]
7	[__________]	[____]	[____]	[____]
8	[__________]	[____]	[____]	[____]
9	[__________]	[____]	[____]	[____]
10	[__________]	[____]	[____]	[____]
11	[__________]	[____]	[____]	[____]
12	[__________]	[____]	[____]	[____]
	$[__________]

The actual characteristics and performance of the Receivables will differ from the assumptions used in constructing the ABS Tables.  The assumptions used are hypothetical and have been provided only to give a general sense of how the principal cash flows might behave under varying prepayment scenarios.  For example, it is very unlikely that the Receivables will prepay at a constant level of ABS until maturity or that all of the Receivables will prepay at the same level of ABS.  Moreover, the diverse terms of receivables within each of the hypothetical pools could produce slower or faster principal distributions than indicated in the ABS Tables at the various constant percentages of ABS specified, even if the original and remaining terms to maturity of the Receivables are as assumed.  Any difference between such assumptions and the actual characteristics and performance of the Receivables, or actual prepayment experience, will affect the percentages of initial amounts outstanding over time and the weighted average lives of each class of Notes.

S-54

Percent of Initial Note Principal Amount at Various ABS Percentages

	Class A-1 Notes
Payment Date	0.00%	0.50%	1.00%	1.30%	1.50%	1.80%
Closing Date	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
Weighted Average Life (Years) (1)	[____]	[____]	[____]	[____]	[____]	[____]
Weighted Average Life (Years) (1), (2)	[____]	[____]	[____]	[____]	[____]	[____]

____________________

(1) The weighted average life of a note is determined by (x) multiplying the amount of each principal payment on a note by the number of years from the date of issuance of the note to the related Payment Date, (y) adding the results and (z) dividing the sum by the original principal amount of the note.

(2) This calculation assumes that the Servicer does not exercise its clean-up call option to purchase the Receivables.

S-55

Percent of Initial Note Principal Amount at Various ABS Percentages

	Class A-2 Notes
Payment Date	0.00%	0.50%	1.00%	1.30%	1.50%	1.80%
Closing Date	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
Weighted Average Life (Years) (1)	[____]	[____]	[____]	[____]	[____]	[____]
Weighted Average Life (Years) (1), (2)	[____]	[____]	[____]	[____]	[____]	[____]

____________________

(1) The weighted average life of a note is determined by (x) multiplying the amount of each principal payment on a note by the number of years from the date of issuance of the note to the related Payment Date, (y) adding the results and (z) dividing the sum by the original principal amount of the note.

(2) This calculation assumes that the Servicer does not exercise its clean-up call option to purchase the Receivables.

S-56

Percent of Initial Note Principal Amount at Various ABS Percentages

	Class A-3 Notes
Payment Date	0.00%	0.50%	1.00%	1.30%	1.50%	1.80%
Closing Date	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
Weighted Average Life (Years) (1)	[____]	[____]	[____]	[____]	[____]	[____]
Weighted Average Life (Years) (1), (2)	[____]	[____]	[____]	[____]	[____]	[____]

____________________

(1) The weighted average life of a note is determined by (x) multiplying the amount of each principal payment on a note by the number of years from the date of issuance of the note to the related Payment Date, (y) adding the results and (z) dividing the sum by the original principal amount of the note.

(2) This calculation assumes that the Servicer does not exercise its clean-up call option to purchase the Receivables.

S-57

Percent of Initial Note Principal Amount at Various ABS Percentages

	Class A-4 Notes
Payment Date	0.00%	0.50%	1.00%	1.30%	1.50%	1.80%
Closing Date	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
Weighted Average Life (Years) (1)	[____]	[____]	[____]	[____]	[____]	[____]
Weighted Average Life (Years) (1), (2)	[____]	[____]	[____]	[____]	[____]	[____]

____________________

(1) The weighted average life of a note is determined by (x) multiplying the amount of each principal payment on a note by the number of years from the date of issuance of the note to the related Payment Date, (y) adding the results and (z) dividing the sum by the original principal amount of the note.

(2) This calculation assumes that the Servicer does not exercise its clean-up call option to purchase the Receivables.

S-58

Percent of Initial Note Principal Amount at Various ABS Percentages

	Class B Notes
Payment Date	0.00%	0.50%	1.00%	1.30%	1.50%	1.80%
Closing Date	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
[________], 20[__]	[____]	[____]	[____]	[____]	[____]	[____]
Weighted Average Life (Years) (1)	[____]	[____]	[____]	[____]	[____]	[____]
Weighted Average Life (Years) (1), (2)	[____]	[____]	[____]	[____]	[____]	[____]

____________________

(1) The weighted average life of a note is determined by (x) multiplying the amount of each principal payment on a note by the number of years from the date of issuance of the note to the related Payment Date, (y) adding the results and (z) dividing the sum by the original principal amount of the note.

(2) This calculation assumes that the Servicer does not exercise its clean-up call option to purchase the Receivables.

S-59

The foregoing tables have been prepared on the basis of the assumptions described above under “Weighted Average Lives of the Notes” (including the assumptions regarding the characteristics and performance of the receivables, which will differ from the actual characteristics and performance of the Receivables), and should be read in conjunction therewith.

POOL FACTORS AND TRADING INFORMATION

The “Pool Factor” with respect to any class of Notes will be a seven-digit decimal indicating the principal amount of such class of Notes as of the close of business on the Payment Date in such month as a fraction of the respective principal amount thereof as of the Closing Date.  The Servicer will compute each Pool Factor each month.  Each Pool Factor will initially be 1.0000000 and thereafter will decline to reflect reductions in the principal amount of each class of Notes.  Each such principal amount will be computed by allocating payments in respect of the Receivables to principal and interest using the simple interest method.  The portion of the principal amount of any class of Notes for a given month allocable to a Noteholder can be determined by multiplying the original denomination of the holder’s Note by the related Pool Factor for that month.

STATEMENTS TO THE NOTEHOLDERS

Pursuant to the Indenture, the Noteholders will receive monthly statements concerning the payments received on the Receivables, the Pool Balance, the related Pool Factors and various other items of information pertaining to the Issuing Entity.  During each calendar year, Noteholders will be furnished information for tax reporting purposes not later than the latest date permitted by law.  The Servicer will make the foregoing statements available to the Noteholder each month via its Internet website, which is presently located at http://www.toyotafinancial.com.  For additional information regarding the statements to be sent to Noteholders, you should refer to “Certain Information Regarding the Notes—Reports to Securityholders” in the accompanying prospectus.

DESCRIPTION OF THE NOTES

General

The Notes will be issued pursuant to the terms of the Indenture, a form of which has been filed as an exhibit to the Registration Statement.  A copy of the Indenture [and the Swap Agreement] will be filed with the Securities and Exchange Commission (the “SEC”) on a Form 8-K.  The following summary describes certain terms of the Notes and the Indenture [and the Swap Agreement].  The summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Notes and the Indenture.  The following summary supplements the description of the general terms and provisions of the Notes and the Indenture [and the Swap Agreement] described in the accompanying prospectus.

Payments of Interest

The Notes will constitute Fixed Rate Notes, as described under “Certain Information Regarding the Notes—Fixed Rate Notes” in the accompanying prospectus.

Interest on the principal amounts of the Notes will accrue at the respective per annum interest rates described on the front cover of this prospectus supplement (each, an “Interest Rate”) and will be payable to the related Noteholders monthly on the [__] of each month (or, if such date is not a Business Day, on the next succeeding Business Day) (each such date, a “Payment Date”) commencing [________], 20[__].  A “Business Day” is any day except (i) a Saturday or Sunday or (ii) a day on which banks in New York, New York or Wilmington, Delaware are closed.

Interest will accrue for the period (i) with respect to the Class A-1 Notes from and including the Closing Date (in the case of the first Payment Date) or from and including the most recent Payment Date on which interest has been paid to but excluding the following Payment Date and (ii) with respect to the Notes (other than the Class A-1 Notes), from and including the Closing Date (in the case of the first Payment Date) or from and including the [__] day of the most recent calendar month during which interest was paid preceding each Payment Date to but excluding the [__] day

S-60

of the following calendar month (each an “Interest Period”).  Interest on the Class A-1 Notes will be calculated on the basis of the actual days elapsed during the Interest Period and a 360-day year.  Interest on the Notes (other than the Class A-1 Notes) will be calculated on the basis of a 360 day year consisting of twelve 30 day months.  Interest accrued as of any Payment Date but not paid on such Payment Date will be due on the next Payment Date, together with interest on such amount at the applicable Interest Rate (to the extent lawful).

Interest payments on all classes of Class A Notes will have the same priority and will be subordinated to Servicing Fees (including any Supplemental Servicing Fee) due to the Servicer.  Interest payments on the Class B Notes will be subordinated to these amounts due to the Servicer, interest payments on the Class A Notes and the First Priority Principal Distribution Amount.  For additional information, you should refer to “Payments to Noteholders” in this prospectus supplement.

Under certain circumstances, the amount available for interest payments on the Notes could be less than the amount of interest payable on such class of Notes.  In such case, with respect to the Class A Notes, each class of Class A Noteholders will receive their pro-rata share (based upon the aggregate amount of such amounts due to such class of Noteholders) of the aggregate amount available to be paid in respect of interest on the Class A Notes on such Payment Date.  For additional information, you should refer to “Payments to Noteholders—Reserve Account” in this prospectus supplement.

An Event of Default will occur if the full amount of interest due on any Controlling Class of Notes is not paid within five business days of the related Payment Date.  Upon such an Event of Default, the Indenture Trustee may accelerate the maturity of the Notes and take actions to liquidate the assets of the Issuing Entity and funds on deposit in the Reserve Account.  For additional information, you should refer to “Description of Notes—Indenture—Events of Default; Rights Upon Event of Default” in this prospectus supplement.

Payments of Principal

Principal payments will be made to the Noteholders on each Payment Date commencing [________], 20[__].  For additional information, you should refer to “Payments to Noteholders” in this prospectus supplement.

On each Payment Date, except after the acceleration of the Notes following an Event of Default, from the amounts allocated to the Noteholders to pay principal described in clauses (3), (5) and (7) under “Payments to Noteholders—Priority of Payments” in this prospectus supplement, the Issuing Entity will pay principal of each class of Notes in the following order of priority:

(1) to the Class A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero; then

(2) to the Class A-2 Notes until the principal amount of the Class A-2 Notes is reduced to zero; then

(3) to the Class A-3 Notes until the principal amount of the Class A-3 Notes is reduced to zero; then

(4) to the Class A-4 Notes until the principal amount of the Class A-4 Notes is reduced to zero; and then

(5) to the Class B Notes until the principal amount of the Class B Notes is reduced to zero.

If the Notes are declared to be due and payable following the occurrence of an Event of Default, the Issuing Entity will pay principal of all classes of Notes from funds allocated to the Noteholders, first, to the Class A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, second, pro rata, based upon their respective unpaid principal amount, to the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes until the principal amount of each such class of the Notes is reduced to zero, and third, to the Class B Notes until the principal amount of the Class B Notes is reduced to zero.  For additional information regarding Events of Default, you should refer to “Description of the Notes—Indenture––Events of Default, Rights Upon Event of Default” in this prospectus supplement and “Description of the Notes––The Indenture––Events of Default, Rights Upon Event of Default” in the accompanying prospectus.

S-61

The principal amount of each class of Notes will be due on the respective Final Scheduled Payment Dates indicated on the front cover of this prospectus supplement (the “Class A-1 Final Scheduled Payment Date,” the “Class A-2 Final Scheduled Payment Date,” the “Class A-3 Final Scheduled Payment Date,” the “Class A-4 Final Scheduled Payment Date” and the “Class B Final Scheduled Payment Date,” respectively, and each a “Final Scheduled Payment Date”).  The actual date on which the aggregate outstanding principal amount of any class of Notes is paid may be earlier than the respective Final Scheduled Payment Dates described above based on a variety of factors, including those described under “Prepayment and Yield Considerations” and “Weighted Average Lives of the Notes” in this prospectus supplement and “Weighted Average Lives of the Notes” in the accompanying prospectus.

For additional information, you should refer to“Payments to Noteholders—Calculation of Principal Distribution Amounts”and“—Priority of Payments”in this prospectus supplement.

Allocation of Losses

If losses on the Receivables exceed the amount of available credit enhancement, such losses will not be allocated to write down the principal amount of any class of Notes.  Instead, the amount available to make payments on the Notes will be reduced to the extent of such losses.  If the available credit enhancement is not sufficient to cover all amounts payable on the Notes, Notes having a later Final Scheduled Payment Date generally will bear a greater risk of loss than Notes having an earlier Final Scheduled Payment Date.

Indenture

Events of Default; Rights Upon Event of Default.  Upon an event of default under the Indenture (an “Event of Default”) the Noteholders will have the rights described under “Description of the Notes––The Indenture––Events of Default; Rights Upon Event of Default” in the accompanying prospectus.  The Indenture Trustee may sell the assets of the Trust Estate subject to certain conditions described in the Indenture following an Event of Default under the Indenture, including a default in the payment of any unpaid principal of a class of Notes on its Final Scheduled Payment Date or a default for five Business Days or more in the payment of any interest on any Controlling Class of Notes.  In the case of an Event of Default not involving one of the specified defaults in payment, the Indenture Trustee is prohibited from selling the assets of the Trust Estate unless one of the conditions described under “Description of the Notes––The Indenture––Events of Default, Rights Upon Event of Default” in the accompanying prospectus has been satisfied.  In the event of a sale of the assets of the Trust Estate by the Indenture Trustee following an Event of Default, the Noteholders will receive notice and an opportunity to submit a bid in respect of such sale.

Notices

Noteholders of record will be notified in writing by the Indenture Trustee of any Event of Default or termination of, or appointment of a successor to, the Servicer promptly upon a Trust Officer (as defined in the Sale and Servicing Agreement) obtaining actual knowledge thereof.  While Notes are held in book-entry form, these notices will be delivered by the Indenture Trustee to The Depository Trust Company (“DTC”).  If Notes are issued in definitive form, these notices will be mailed to the addresses provided to the Indenture Trustee by the holders of record as of the relevant record date.  Such notices will be deemed to have been given as of the date of delivery to DTC or mailing.

Governing Law

The Indenture and Notes are governed by and shall be construed in accordance with the laws of the State of New York applicable to agreements made in and to be performed wholly within such jurisdiction.

Minimum Denominations

The Notes of each class shall be issued in U.S. Dollars in minimum denominations of $[1,000] and integral multiples of $[1,000] in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $[1,000]).  The Notes will be issued in book-entry form and will be registered in the name of Cede & Co., as the nominee of DTC, the clearing agency.

S-62

PAYMENTS TO NOTEHOLDERS

On the second Business Day preceding each Payment Date (each, a “Determination Date”), the Servicer will inform the Owner Trustee and the Indenture Trustee of, among other things, the amount of funds collected on or in respect of the Receivables and the Servicing Fee (including any Supplemental Servicing Fee) payable to the Servicer, in each case with respect to the month immediately preceding the month in which the Payment Date occurs (the “Collection Period”).  On or before each Determination Date, the Servicer will also determine the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount, and, based on the Available Collections and other amounts available for distribution on the related Payment Date as described below, the amount to be distributed to the Securityholders.

The Indenture Trustee will make payments to the Noteholders out of the amounts on deposit in the Collection Account.  The amounts to be distributed to the Noteholders will be determined in the manner described below.

Calculation of Available Collections

The amount of funds available for payment on a Payment Date (without taking into account amounts withdrawn from the Reserve Account, if available) (“Available Collections”) will generally be the sum of the following amounts with respect to the Collection Period preceding such Payment Date or, in the case of the first Payment Date, the period from the Cutoff Date through the last day of the calendar month preceding such Payment Date:

(i) all collections of interest and principal on or in respect of the Receivables other than Defaulted Receivables;

(ii) all insurance proceeds and proceeds of the liquidation of Defaulted Receivables, net of expenses incurred by the Servicer in accordance with its Customary Servicing Practices in connection with such liquidation, including amounts received in subsequent Collection Periods as and when received;

(iii) all Warranty Purchase Payments with respect to Warranty Receivables repurchased by the Sponsor and Administrative Purchase Payments with respect to Administrative Receivables purchased by the Servicer, in each case in respect of such Collection Period; and

(iv) the amount paid by the Servicer pursuant to any exercise of the Servicer’s option, if any, to purchase the Receivables.

Available Collections on any Payment Date will exclude late fees, extension fees and other administrative fees and expenses or similar charges allowed by applicable law with respect to the Receivables (which amounts are payable to the Servicer as supplemental servicing fees (the “Supplemental Servicing Fee”)).

As described in the Sale and Servicing Agreement, the Servicer is generally obligated to manage, service, administer and make collections on the Receivables with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to comparable automotive receivables that it services for itself or others (“Customary Servicing Practices”).

“Defaulted Receivable” means a Receivable (other than an Administrative Receivable or a Warranty Receivable) as to which (a) all or any part of a Scheduled Payment is 120 or more days past due, or (b) if all or any part of a Scheduled Payment is less than 120 days past due, the Servicer has, in accordance with its Customary Servicing Practices, (i) determined that eventual payment in full is unlikely, (ii) repossessed and liquidated the related Financed Vehicle or (iii) repossessed and held the related Financed Vehicle in its repossession inventory for 90 days, whichever of clauses (i), (ii) or (iii) occurs first.  The Principal Balance of any Receivable that becomes a Defaulted Receivable will be deemed to be zero as of the date it becomes a Defaulted Receivable.  The Servicer’s policy is to charge off retail sales installment contracts as soon as disposition of the vehicle has been effected and sales proceeds have been received, and may in some circumstances charge-off an auto loan contract prior to repossession.  When repossession and disposition of the collateral related to a Receivable has not been effected, TMCC’s policy with respect to Receivables included in the Issuing Entity is to charge off as soon as TMCC determines that the vehicle cannot be recovered, but not later than when the contract is 120 days contractually delinquent.

S-63

Calculation of Principal Distribution Amounts

First Priority Principal Distribution Amount.  The “First Priority Principal Distribution Amount” means, with respect to any Payment Date, an amount equal to the excess, if any, of (a) the aggregate outstanding principal amount of the Class A Notes as of such Payment Date (before giving effect to any principal payments made on the Class A Notes on such Payment Date), over (b) the Adjusted Pool Balance as of the last day of the related Collection Period; provided, however, that (i) the First Priority Principal Distribution Amount on the Class A-1 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-1 Notes to zero; (ii) the First Priority Principal Distribution Amount on the Class A-2 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-2 Notes to zero; (iii) the First Priority Principal Distribution Amount on the Class A-3 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-3 Notes to zero; and (iv) the First Priority Principal Distribution Amount on the Class A-4 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-4 Notes to zero.

The “Pool Balance” means, as of any date, an amount equal to the aggregate Principal Balance of the Receivables as of that date.

The “Adjusted Pool Balance” means, as of any date, the Pool Balance less the Yield Supplement Overcollateralization Amount.

The “Principal Balance” of a Receivable, as of any date, means an amount equal to the Amount Financed (as defined in the related Sale and Servicing Agreement) minus the sum of (i) that portion of all Scheduled Payments actually received on or prior to such date allocable to principal, (ii) any Warranty Purchase Payment or Administrative Purchase Payment with respect to such Receivable allocable to principal (to the extent not included in clause (i) above) and (iii) any Prepayments or other payments applied to reduce the unpaid Principal Balance of such Receivable (to the extent not included in clauses (i) and (ii) above).

Second Priority Principal Distribution Amount.  The “Second Priority Principal Distribution Amount” means, with respect to any Payment Date, an amount equal to (a) the excess, if any, of (i) the aggregate outstanding principal amount of the Class A Notes and the Class B Notes as of such Payment Date (before giving effect to any principal payments made on the Class A Notes and the Class B Notes on such Payment Date), over (ii) the Adjusted Pool Balance as of the last day of the related Collection Period minus (b) the First Priority Principal Distribution Amount for such Payment Date; provided, however, that the Second Priority Principal Distribution Amount on the Class B Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class B Notes to zero.

Regular Principal Distribution Amount.  The “Regular Principal Distribution Amount” means, with respect to any Payment Date, an amount equal to (a) the excess, if any, of (i) the aggregate outstanding principal amount of the Notes as of such Payment Date (before giving effect to any principal payments made on the Notes on such Payment Date), over (ii) the excess, if any, of the Adjusted Pool Balance as of the last day of the related Collection Period less the Overcollateralization Target Amount, minus (b) the sum of the First Priority Principal Distribution Amount and the Second Priority Principal Distribution Amount for such Payment Date.

The “Overcollateralization Target Amount” with respect to any Payment Date is equal to approximately [____]% of the Adjusted Pool Balance as of the Cutoff Date.

S-64

Priority of Payments

On each Payment Date, except after an acceleration of the Notes following an Event of Default under the Indenture, the Issuing Entity will make the following payments in the following order of priority from Available Collections for the related Collection Period and, if necessary and available, from amounts withdrawn from the Reserve Account:

1. Servicing Fee –– to the Servicer, the total Servicing Fee payable, including any Supplemental Servicing Fee (to the extent not previously retained by the Servicer);

2. Class A Note Interest –– to the Class A Noteholders (pro rata based upon the aggregate amount of interest due to such Noteholders), accrued and unpaid interest on each class of the Class A Notes, together with any amounts that were to be paid pursuant to this clause (2) on any prior Payment Date but were not paid because Available Collections were not sufficient to make such payment (with interest accrued on such unpaid amounts at the rate or rates at which interest accrued on the related Notes during the relevant accrual period or periods);

3. Note Principal –– to the Noteholders for distribution in respect of principal of the Notes, in the priority described above under “Description of the Notes—Payments of Principal,” an amount equal to the First Priority Principal Distribution Amount for such Payment Date;

4. Class B Note Interest –– to the Class B Noteholders, accrued and unpaid interest on the Class B Notes, together with any amounts that were to be paid pursuant to this clause (4) on any prior Payment Date but were not paid because Available Collections were not sufficient to make such payment (with interest accrued on such unpaid amounts at the rate at which interest accrued on the Class B Notes during the relevant accrual period or periods);

5. Note Principal –– to the Noteholders for distribution in respect of principal of the Notes, in the priority described above under “Description of the Notes—Payments of Principal,” an amount equal to the Second Priority Principal Distribution Amount for such Payment Date;

6. Reserve Account Deposit –– to the Reserve Account, to the extent amounts then on deposit in the Reserve Account are less than the Specified Reserve Account Balance described below under “Payments to Noteholders—Reserve Account,” until the amount on deposit in the Reserve Account equals such Specified Reserve Account Balance;

7. Note Principal –– to the Noteholders for distribution in respect of principal of the Notes, in the priority described above under “Description of the Notes—Payments of Principal,” an amount equal to the Regular Principal Distribution Amount for such Payment Date; and

8. Excess Amounts –– to the Certificateholder, any remaining Available Collections for such Payment Date.

Payments After Occurrence of Event of Default Resulting in Acceleration

After an Event of Default that results in the acceleration of the maturity of the Notes and unless and until such acceleration has been rescinded, the Issuing Entity will make the following payments in the following order of priority from Available Collections for the related Collection Period and, if necessary and available, to pay principal of the Notes from amounts withdrawn from the Reserve Account:

1. Servicing Fee –– to the Servicer, the total Servicing Fee payable, including any Supplemental Servicing Fee (to the extent not previously retained by the Servicer);

2. Trustee Amounts –– to the Owner Trustee and the Indenture Trustee, any fees, expenses and indemnification amounts owed to the Owner Trustee and the Indenture Trustee, respectively, to the extent not paid by the Servicer or the Sponsor;

S-65

3. Class A Note Interest  –– to the Class A Noteholders (pro rata based upon the aggregate amount of interest due to such Noteholders), accrued and unpaid interest on each class of the Class A Notes, together with any amounts that were to be paid pursuant to this clause (3) on any prior Payment Date but were not paid because Available Collections were not sufficient to make such payment (with interest accrued on such unpaid amounts at the rate or rates at which interest accrued on the related Notes during the relevant accrual period or periods);

4. Note Principal –– first, to the holders of the Class A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, pro rata, based upon their respective unpaid principal amounts, to the holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, until the principal amount of each such class of Notes is reduced to zero;

5. Class B Note Interest –– to the Class B Noteholders, accrued and unpaid interest on the Class B Notes, together with any amounts that were to be paid pursuant to this clause (5) on any prior Payment Date but were not paid because Available Collections were not sufficient to make such payment (with interest accrued on such unpaid amounts at the rate at which interest accrued on the Class B Notes during the relevant accrual period or periods);

6. Note Principal –– to the holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero;

7. Excess Amounts –– to the Certificateholder, any remaining Available Collections for such Payment Date.

Reserve Account

The Reserve Account will be a segregated trust account established on the Closing Date and held by the Indenture Trustee for the benefit of the Noteholders (the “Reserve Account”).  Any amounts held on deposit in the Reserve Account will be owned by the Depositor, subject to the right of the Indenture Trustee to withdraw such amounts as described below.  Prior to an Event of Default that results in an acceleration of the maturity of the Notes, any investment earnings thereon will be distributed to the Depositor on each Payment Date and will be taxable to the Depositor for federal income tax purposes.  Except as described below, no funds will be withdrawn from, and no amounts will be deposited into, the Reserve Account.

The Depositor will grant to the Indenture Trustee, for the benefit of the Noteholders, a security interest in the Reserve Account, including any funds in the Reserve Account and the proceeds thereof (subject to the right of the Depositor to investment earnings thereon), to secure the payment of interest on the Notes, the payment of principal on the Notes on any Payment Date to the extent the aggregate principal amount of the Notes exceeds the Adjusted Pool Balance as of the last day of the related Collection Period and the payment of principal on any class of Notes on the Final Scheduled Payment Date of that class of Notes, and the Indenture Trustee shall have all of the rights of a secured party under the UCC with respect thereto.

On the Closing Date, the Depositor will cause to be deposited $[__________] (which is approximately [____]% of the Adjusted Pool Balance as of the Cutoff Date) into the Reserve Account.  On each Payment Date, after making required payments to the Servicer and the Noteholders, as described under “—Priority of Payments” above, the Issuing Entity will make a deposit into the Reserve Account to the extent that funds are available therefor to the extent necessary to maintain the amount on deposit in the Reserve Account at a Specified Reserve Account Balance.

The “Specified Reserve Account Balance” with respect to any Payment Date will be an amount equal to the lesser of (a) $[__________] (which is approximately [____]% of the Adjusted Pool Balance as of the Cutoff Date) and (b) the outstanding principal amount of the Notes (after giving effect to any principal payments made on the Notes on such Payment Date).

The amount of funds on deposit in the Reserve Account may decrease on each Payment Date by withdrawals of funds (i) to cover shortfalls in the amounts required to be distributed pursuant to clauses one through five under “—Priority of Payments” above, (ii) after an Event of Default that results in the acceleration of the maturity of the Notes, to pay principal on the Notes, and (iii) to pay principal on any class of Notes on the Final Scheduled Payment Date of that class of Notes.

S-66

If the principal amount of a class of Notes is not paid in full on the related Final Scheduled Payment Date, the Indenture Trustee will withdraw amounts (if available) from the Reserve Account, to reduce the principal amount of such class of Notes to zero.

The Servicer may amend the formula or percentage for determining the Specified Reserve Account Balance that is different from that described above or make certain changes with respect to the manner by which the Reserve Account is funded pursuant to the amendment provisions of the Sale and Servicing Agreement described under “Description of the Transfer and Servicing Agreements—Amendment” in the accompanying prospectus.

As of the close of business on any Payment Date that occurs prior to an Event of Default that results in the acceleration of the maturity of the Notes and on which the amount of funds on deposit in the Reserve Account (excluding investment income, which will be distributed on each such Payment Date to the Depositor) is greater than the Specified Reserve Account Balance for such Payment Date, the Servicer will instruct the Indenture Trustee to release and distribute such excess to the Depositor.

Funds on deposit in the Reserve Account may be invested in Eligible Investments.  Prior to the occurrence of an Event of Default and an acceleration of the maturity of the Notes, investment income on monies on deposit in the Reserve Account will be released to the Depositor and will not be available for payment to Noteholders or otherwise subject to any claims or rights of the Noteholders.  Any net loss on such investments will be charged to the Reserve Account.

After the payment in full, or the provision for such payment, of (i) all accrued and unpaid interest on the Notes and (ii) the outstanding principal amount of the Notes, any funds remaining on deposit in the Reserve Account, subject to certain limitations, will be paid to the Depositor.

The final distribution to any Noteholder will be made only upon surrender and cancellation of the certificate representing its Notes at an office or agency of the Issuing Entity specified in the notice of termination. Any funds remaining in the Issuing Entity, after the related Indenture Trustee has taken certain measures to locate the related Noteholders and those measures have failed, will be distributed to the Depositor.

Subordination

The subordination of the Class B Notes to the Class A Notes, as described above under “—Priority of Payments” is intended to provide credit enhancement to the Class A Notes. Payments of principal will not be made on the Class B Notes until the principal on the Class A Notes has been paid in full. Payments of interest will not be made on the Class B Notes on a Payment Date until accrued and unpaid interest on the Class A Notes and the First Priority Principal Distribution Amount has been paid.  Also, if payment of the Notes has been accelerated after an Event of Default, then no payments of interest or principal will be made on the Class B Notes until the Class A Notes have been paid in full. While any Class A Notes are outstanding, the failure to pay interest on the Class B Notes will not be an Event of Default.  When the Class A Notes are no longer outstanding, an Event of Default will occur if the full amount of interest due on the Class B Notes is not paid within five Business Days after the related Payment Date.

 Overcollateralization

Overcollateralization represents the amount by which the Adjusted Pool Balance exceeds the outstanding principal amount of the Notes.  The Adjusted Pool Balance as of the Cutoff Date is expected to be approximately equal to the aggregate principal amount of the Notes as of the Closing Date.

The following table shows the Notes as a percentage of the initial Pool Balance and as a percentage of the initial Adjusted Pool Balance.  The percentages may not add to the total percentage shown due to rounding.

S-67

	Percentage of Initial Pool Balance	Percentage of Adjusted Pool Balance
Class A Notes	[____]%	[____]%
Class B Notes	[____]%	[____]%
Total	[____]%	[____]%

The application of funds on each Payment Date according to clause (7) of the first paragraph under “Payments to Noteholders—Priority of Payments”is designed to achieve and maintain the level of overcollateralization as of any Payment Date to the Overcollateralization Target Amount.  The overcollateralization is an additional source of funds to absorb losses on the Receivables that are not otherwise covered by excess collections for the Receivables, if any.

To achieve and maintain the amount of overcollateralization on any Payment Date at the Overcollateralization Target Amount, the Issuing Entity must make principal payments on the Notes in an amount greater than the decline in the Adjusted Pool Balance for the preceding month.  The use of Available Collections to make Regular Principal Distribution Amount payments is expected to achieve and maintain overcollateralization at an amount equal to the Overcollateralization Target Amount.   When the actual amount of overcollateralization is less than the Overcollateralization Target Amount, principal payments will be made to the Noteholders from Available Collections until the Overcollateralization Target Amount is reached.

Yield Supplement Overcollateralization Amount

 Because the Receivables include a substantial number of low APR receivables, the Receivables could generate less collections of interest than the sum of the Servicing Fee, the interest payments on the Notes and any required deposits in the Reserve Account if the low APR receivables are not adequately offset by high APR receivables.  The yield supplement overcollateralization amount is intended to compensate for low APRs on some of the Receivables.

The “Yield Supplement Overcollateralization Amount” for each Payment Date, or with respect to the Closing Date, is the aggregate amount by which the principal balance as of the last day of the related Collection Period or as of the Cutoff Date, as applicable, of each of the related Receivables with an APR as stated in the related contract of less than [____]% (the “Required Rate”), other than a Defaulted Receivable, exceeds the present value, calculated using a discount rate of the Required Rate, of each scheduled payment of each such Receivable assuming such scheduled payment is made on the last day of each month and each month has 30 days.

The Yield Supplement Overcollateralization Amount on the Closing Date will be $[__________].

Excess Interest

More interest is expected to be paid by the Obligors in respect of the Receivables than is necessary to pay the Servicing Fee and interest on the Notes each month.  Any such excess in interest payments from Obligors will serve as additional credit enhancement.

[Revolving Liquidity Note Agreement]

[On the Closing Date, the Issuing Entity will enter into a revolving liquidity note agreement (the “Revolving Liquidity Note Agreement”) with [TMCC].  Pursuant to the Revolving Liquidity Note Agreement, the Issuing Entity will have the right to make draw requests for the purpose of funding the amounts payable as interest on or principal of the Notes to the extent Available Collections are insufficient to make such payments and amounts then on deposit in the Reserve Account are insufficient to cover such shortfalls.  Pursuant to the Indenture, the Issuing Entity will assign its rights under the Revolving Liquidity Note Agreement to the Indenture Trustee, on behalf of the holders of the Notes, and the Indenture Trustee will be obligated to make such draws.  Pursuant to the Revolving Liquidity Note Agreement, TMCC, as holder of the Revolving Liquidity Note, will be obligated to fund such draws as and when requested by the Issuing Entity or Indenture Trustee.  The Issuing Entity will issue the Revolving Liquidity Note to [TMCC] to evidence the Issuing Entity’s obligation to repay any draws funded by [TMCC], together with interest accrued on such funded draws at a rate of  [____]% per annum, and the Indenture, Sale and Servicing Agreement and Revolving Liquidity Note Agreement will provide that such repayments will be made in accordance with the priority of payments described above under “Description of the Notes –– Priority of Payments” and “–– Payments After Occurrence of Event of Default Resulting in Acceleration.”

S-68

Under certain limited circumstances, as set forth in the Revolving Liquidity Note Agreement, the original holder may transfer the Revolving Liquidity Note.  These circumstances require (i) the execution of a written agreement by the purported transferee to be bound by the terms of the Revolving Liquidity Note Agreement, (ii) an opinion of counsel delivered to the Owner Trustee and the Indenture Trustee indicating no adverse effect in any material respect to the interests of any Noteholder, and (iii) the delivery of a letters from [___________] to the Indenture Trustee generally to the effect that such transfer would not result in the qualification, reduction or withdrawal of the rating currently assigned to any class of Notes.

The aggregate of amounts that may be so drawn and outstanding under the Revolving Liquidity Note is $[__________] ([____]% of the Adjusted Pool Balance as of the Cutoff Date).  The Issuing Entity will be obligated to repay amounts so drawn and interest accrued thereon on subsequent Payment Dates from amounts available for such purposes in accordance with the payment priorities described above under “Payments to Noteholders –– Payments.”  The amounts available to be drawn under the Revolving Liquidity Note will be reduced by amounts previously drawn, and increased (up to the initial balance thereof of $[__________]) by amounts so repaid.  On any Payment Date, the repayment of amounts drawn under the Revolving Liquidity Note and payment of interest on such drawn amounts will be subordinated to the prior payment of interest and principal on the Notes on such Payment Date and to any deposit into the Reserve Account of any amount required to be deposited in the Reserve Account on such Payment Date.

If [TMCC]’s short-term unsecured debt rating falls below certain ratings designated by the rating agencies (or in either case, such lower ratings as may be permitted by a rating agency) or if [TMCC] fails to fund any amount properly drawn under the Revolving Liquidity Note, then the Indenture will require the Indenture Trustee to demand payment of the entire undrawn amount of the Revolving Liquidity Note, which amounts, if funded, will be applied first to fund any shortfalls in payments of interest on and principal of the Notes, with the remainder to be deposited into the Reserve Account until the amount on deposit in the Reserve Account equals the Specified Reserve Account Balance.  If such event occurs, thereafter the Reserve Account must be maintained as detailed below.  TMCC’s failure to fund any amount to be drawn under the Revolving Liquidity Note shall constitute an Event of Default.  If this Event of Default results in an acceleration of the Notes according to the terms of the Indenture, it will cause the priority of payments of all classes of Class A Notes to change to pro rata payments of interest followed by pro rata payments of principal to all classes of Class A Notes.]

[Additional Credit Enhancement]

[__________]

[CREDIT ENHANCEMENT PROVIDER]

[If any entity or group of affiliated entities providing enhancement or other support is liable or contingently liable to provide payments representing 10% or more, but less than 20%, of the cashflow supporting any offered class of notes, disclose the information required by item 1114(b)(2)(i) of Regulation AB.]

[If any entity or group of affiliated entities providing enhancement or other support is liable or contingently liable to provide payments representing 20% or more of the cashflow supporting any offered class of notes, disclose the information required by item 1114(b)(2)(ii) of Regulation AB.]

TRANSFER AND SERVICING AGREEMENTS

The Transfer and Servicing Agreements

The following summary describes certain terms of the Indenture, Sale and Servicing Agreement, the Administration Agreement, the Receivables Purchase Agreement and the Trust Agreement (collectively, the “Transfer and Servicing Agreements”).  The summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the Transfer and Servicing Agreements.  The following summary supplements the description of the general terms and provisions of the Transfer and Servicing Agreements described in the

S-69

accompanying prospectus.  Forms of the Transfer and Servicing Agreements have been filed as exhibits to the Registration Statement.  Copies of the Transfer and Servicing Agreements will be filed as current reports on Form 8-K with the SEC.  For additional information regarding reports required to be filed by the Depositor, you should refer to “Where You Can Find More Information About Your Notes—The Depositor” in the accompanying prospectus.

Sale and Assignment of Receivables

Certain information with respect to the conveyance of the Receivables from the Depositor to the Issuing Entity on the Closing Date pursuant to the Sale and Servicing Agreement is described under “Description of the Transfer and Servicing Agreements––Sale and Assignment of Receivables” in the accompanying prospectus.

Accounts

On or prior to the Closing Date, the Servicer will establish and the Indenture Trustee will maintain a trust account in the name of the Indenture Trustee for the benefit of the Noteholders, into which collections on or in respect of the Receivables will generally be deposited (the “Collection Account”) together with income received on the investment of funds on deposit in the Collection Account.  In addition to the accounts referred to under “Description of the Transfer and Servicing Agreements––Accounts” in the accompanying prospectus, the Depositor will also establish and will maintain with the Indenture Trustee the Reserve Account for the benefit of the Noteholders.  The Reserve Account will not be an asset of the Issuing Entity.

Servicing Compensation

The Servicing Fee, together with any previously unpaid Servicing Fee, will be paid to the Servicer on each Payment Date solely to the extent of Available Collections and to the extent available, the amount on deposit in the Reserve Account.  The Servicer will be entitled to collect and retain as additional servicing compensation in respect of each Collection Period any late fees, extension fees and any other administrative fees and expenses or similar charges collected during that Collection Period, plus any investment earnings or interest earned during such Collection Period from the investment of monies on deposit in the Collection Account.  For additional information, you should refer to “—Collections” in this prospectus supplement and “Description of the Transfer and Servicing Agreements––Servicing Compensation and Payment of Expenses” in the accompanying prospectus.  The Servicer will be paid the Servicing Fee for each Collection Period on the following Payment Date related to that Collection Period.  The Servicing Fee will be paid from Available Collections in accordance with the priority of payments described under “Payments to Noteholders––Priority of Payments” in this prospectus supplement.

Collections

For as long as (i) TMCC is the Servicer, (ii) a Servicer Default or an Event of Default has not occurred and is not continuing and (iii) the short-term unsecured debt of TMCC is rated at least P-1 by Moody’s Investors Service, Inc. and A-1 by Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (or alternative arrangements acceptable to Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business are made), the Servicer generally may retain all payments on or in respect of the Receivables received from Obligors and all proceeds of Receivables collected during each Collection Period without segregation in its own accounts until deposited in the Collection Account on or prior to the related Payment Date.  However, if the conditions stated in the immediately preceding sentence are not met, the Servicer will deposit all such payments and proceeds into the Collection Account not later than two Business Days after identification.  Pending deposit into the Collection Account, the Servicer may invest collections at its own risk and for its own benefit.  Such amounts will not be segregated from its own funds.  The Servicer, at its own risk and for its own benefit, may instruct the Indenture Trustee to invest amounts held in the Collection Account in Eligible Investments from the time deposited until the related Payment Date.  The Sponsor, at its own risk and for its own benefit, may instruct the Indenture Trustee to invest amounts held in the Reserve Account, if any, in Eligible Investments from each Payment Date (or the Closing Date) to the next Payment Date.  The Sponsor or the Servicer, as the case may be, will remit

S-70

the aggregate Warranty Purchase Payments and Administrative Purchase Payments of any Receivables to be purchased from the Issuing Entity into the Collection Account on or before the related Payment Date.  Prior to an Event of Default or a Servicer Default, all decisions regarding deposits and withdrawals from the Collection Account shall be made by the Servicer in accordance with the terms of the Transfer and Servicing Agreements and will not be independently verified.  For additional information, you should refer to “Description of the Transfer and Servicing Agreements––Collections” in the accompanying prospectus.

The Servicer will not be required to, and is not expected to, make advances of interest or principal payments on the Receivables.

Eligible Investments

“Eligible Investments” means, at any time, any one or more of the following obligations and securities, which are subject to other requirements as specified in the Sale and Servicing Agreement: (a) obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency thereof, provided such obligations are backed by the full faith and credit of the United States; (b) general obligations of or obligations guaranteed by Federal National Mortgage Association, or any State of the United States, the District of Columbia or the Commonwealth of Puerto Rico which obligations are rated in the highest available credit rating for such obligations of each rating agency engaged by the Sponsor to rate the Notes (each, a “Rating Agency”); (c) certificates of deposit issued by any depository institution or trust company (including the Indenture Trustee) incorporated under the laws of the United States or of any State thereof, the District of Columbia or the Commonwealth of Puerto Rico and subject to supervision and examination by banking authorities of one or more of such jurisdictions, provided that the short-term unsecured debt obligations of such depository institution or trust company are then rated the highest available rating of each Rating Agency for such obligations; (d) certificates of deposit, commercial paper, demand or time deposits of, bankers’ acceptances issued by, or federal funds sold by, any depository institution or trust company (including the Indenture Trustee or any affiliate of the Indenture Trustee) incorporated under the laws of the United States or any State and subject to supervision and examination by federal and/or State banking authorities and the deposits of which are fully insured by the Federal Deposit Insurance Corporation, so long as at the time of such investment or contractual commitment providing for such investment either such depository institution or trust company is an “eligible institution” (as defined in the Sale and Servicing Agreement) (or if such investment will mature after more than one month, the long-term, unsecured debt of the issuer has the highest available rating from each Rating Agency) or as to which the Indenture Trustee and the Owner Trustee shall have either received written confirmation from each Rating Agency to the effect that such investment would not result in the reduction or withdrawal of the ratings then assigned to any Notes issued by the Issuing Entity or, after notice to each applicable Rating Agency, such Rating Agency shall not have, within 10 calendar days of such notice, notified the Indenture Trustee or the Owner Trustee that such investment would result in the reduction or withdrawal of the ratings then assigned to any Notes issued by the Issuing Entity; (e) certificates of deposit issued by any bank, trust company, savings bank or other savings institution that is an “eligible institution” (as defined in the Sale and Servicing Agreement) and is fully insured by the Federal Deposit Insurance Corporation (or if such investment will mature after more than one month, the long-term, unsecured debt of the issuer has the highest available rating from each Rating Agency); (f) repurchase obligations held by the Indenture Trustee that are acceptable to the Indenture Trustee with respect to any security described in clauses (a), (b) or (g) hereof or any other security issued or guaranteed by any other agency or instrumentality of the United States, in either case entered into with a federal agency or a depository institution or trust company (acting as principal) described in clause (d) above (including the Indenture Trustee), subject to the limitations described in the Sale and Servicing Agreement; (g) securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any State (including commercial paper of the Sponsor or its affiliates) so long as at the time of such investment or contractual commitment providing for such investment (i) the long-term, unsecured debt, or if such securities are commercial paper, the short-term unsecured debt, of such corporation has the highest available rating from each Rating Agency or (ii) the Indenture Trustee and the Owner Trustee shall have received written confirmation from each Rating Agency to the effect that such investment would not result in the reduction or withdrawal of the ratings then assigned to any Notes issued by the Issuing Entity or, after notice to each applicable Rating Agency, such Rating Agency shall not have, within 10 calendar days of such notice, notified the Indenture Trustee or the Owner Trustee that such investment would result in the reduction or withdrawal of the ratings then assigned to any Notes issued by the Issuing Entity; (h) money market funds, mutual funds or other pooled investment vehicles including any such fund for which the Indenture Trustee or an

S-71

affiliate thereof serves as an investment advisor, administrator, shareholder servicing agent and/or custodian or subcustodian, subject to the requirements described in the Sale and Servicing Agreement; (i) investments in Eligible Investments maintained in “sweep accounts,” short-term asset management accounts and the like utilized for the investment, on an overnight basis, of residual balances in investment accounts maintained at the Indenture Trustee or any other depository institution or trust company (including the Indenture Trustee) incorporated under the laws of the United States or any State and subject to supervision and examination by federal and/or State banking authorities and the deposits of which are fully insured by the Federal Deposit Insurance Corporation, so long as at the time of such investment or contractual commitment providing for such investment either such depository institution or trust company is an “eligible institution” (as defined in the Sale and Servicing Agreement) (or if such investment will mature after more than one month, the long-term, unsecured debt of the issuer has the highest available rating from each Rating Agency) or as to which the Indenture Trustee and the Owner Trustee shall have received written confirmation from each Rating Agency to the effect that such investment would not result in the reduction or withdrawal of the ratings then assigned to any Notes issued by the Issuing Entity or, after notice to each applicable Rating Agency, such Rating Agency shall not have, within 10 calendar days of such notice, notified the Indenture Trustee or the Owner Trustee that such investment would result in the reduction or withdrawal of the ratings then assigned to any Notes issued by the Issuing Entity and (j) such other investments acceptable to each Rating Agency and that will not result in the downgrading or withdrawal of the ratings then assigned by such Rating Agency to any of the Notes; provided that each of the foregoing investments shall mature no later than the Payment Date next succeeding such investment, and shall be required to be held to such maturity.

Net Deposits

As an administrative convenience, unless the Servicer is required to remit collections daily as described under “Transfer and Servicing Agreements—Collections” in this prospectus supplement, the Servicer will be permitted to make the deposit of collections and amounts deposited in respect of purchases of Receivables by the Depositor or the Servicer for or with respect to the related Collection Period net of payments to be made to the Servicer with respect to such Collection Period.  The Servicer, however, will account to the Indenture Trustee and the Owner Trustee as if all of the foregoing deposits, payments, distributions and transfers were made individually.  For additional information, you should refer to “Description of the Transfer and Servicing Agreements––Net Deposits” in the accompanying prospectus.

Optional Purchase of Receivables and Redemption of Notes

The Notes will be redeemed in whole, but not in part, on any Payment Date on which the Servicer exercises its clean-up call option to purchase the Receivables.  The Servicer, or any successor to the Servicer, may purchase the Receivables on any Payment Date on or after the date when the Pool Balance shall have declined to 5% or less of the Pool Balance as of the Cutoff Date, as described under “Description of the Transfer and Servicing Agreements––Termination” in this accompanying prospectus.  The “Redemption Price” for the outstanding Notes will be at least equal to the sum of the unpaid principal amount of the outstanding Notes plus accrued and unpaid interest thereon.

Removal of Servicer

If a Servicer Default occurs, the Indenture Trustee or the holders of a majority of the Controlling Class of Notes (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their affiliates), voting together as a single class, may terminate the rights and obligations of the Servicer under the Sale and Servicing Agreement, or waive any Servicer Default, without the consent of the Certificateholder.

Each of the following is a “Servicer Default” as specified in the Sale and Servicing Agreement:

(a) any failure by the Servicer (or the Seller, so long as TMCC is the Servicer) to deliver to the Indenture Trustee for deposit in the Collection Account or Reserve Account any required payment or to direct the Indenture Trustee to make any required payment or distribution therefrom, which failure continues unremedied for a period of five Business Days after discovery of the failure by an officer of the Servicer or written notice of such failure is received (i) by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee or (ii) by the Seller or the Servicer, as the case may be, and the applicable Owner Trustee and Indenture Trustee, from the Holders of Notes evidencing not less than a majority of the Controlling Class of Notes, acting together as a single class;

S-72

(b) failure by the Servicer or the Seller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) described in the Sale and Servicing Agreement, which failure shall materially and adversely affect the rights of the Certificateholder or Noteholders and shall continue unremedied for a period of 90 days after the date on which written notice of such failure is received (i) by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee or (ii) by the Seller or the Servicer, as the case may be, and the Owner Trustee and Indenture Trustee, from the Holders of Notes evidencing not less than a majority of the Controlling Class of Notes, acting together as a single class; or

(c) the occurrence of certain bankruptcy or insolvency events with respect to the Servicer;

provided, however, that a delay or failure of performance referred to under clauses (a) or (b) above for an additional period of 60 days will not constitute a Servicer Default if such delay or failure was caused by force majeure or other similar occurrence.

Upon receipt of notice of the occurrence of a Servicer Default, prompt written notice thereof will be delivered to the Rating Agencies.

For additional information regarding the removal of the Servicer, you should refer to “Description of the Transfer and Servicing Agreements––Rights Upon Servicer Default” in the accompanying prospectus.

THE OWNER TRUSTEE AND INDENTURE TRUSTEE

[__________] will be the Owner Trustee under the Trust Agreement.  As a matter of Delaware law, the Issuing Entity will be viewed as a separate legal entity, distinct from the Owner Trustee, and the Issuing Entity will be viewed as the issuer of the Certificate.  [__________] will be the Indenture Trustee under the Indenture.  The Owner Trustee, the Indenture Trustee and any of their respective affiliates may hold the Notes in their own names or as pledgees.  For the purpose of meeting the legal requirements of certain jurisdictions, the Administrator and the Owner Trustee acting jointly (or in some instances, the Owner Trustee acting alone) and the Indenture Trustee will have the power to appoint co-trustees or separate trustees of all or any part of the Issuing Entity.  In the event of such an appointment, all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee or the Indenture Trustee, as applicable, will be conferred or imposed upon the Owner Trustee or the Indenture Trustee, as applicable, and each such separate trustee or co-trustee jointly, or, in any jurisdiction in which the Owner Trustee or the Indenture Trustee, as applicable, will be incompetent or unqualified to perform certain acts, singly upon such separate trustee or co-trustee who will exercise and perform such rights, powers, duties and obligations solely at the direction of the Owner Trustee or the Indenture Trustee, as applicable.

The Owner Trustee and the Indenture Trustee may resign at any time.  If the Owner Trustee or Indenture Trustee resigns, the Servicer or the Administrator, respectively, will be obligated to appoint a successor thereto.  TMCC as Administrator under the Administration Agreement may also remove the Owner Trustee or the Indenture Trustee if either (i) ceases to be eligible to continue as such under the Trust Agreement or the Indenture, as the case may be, (ii) becomes legally unable to act, (iii) is adjudged bankrupt or insolvent or (iv) a receiver or other public officer shall take charge of the Owner Trustee or the Indenture Trustee, as applicable, or their respective property.  In such circumstances, the Servicer or the Administrator, as applicable, will be obligated to promptly appoint a successor Owner Trustee or Indenture Trustee, respectively.  Any resignation or removal of the Owner Trustee or Indenture Trustee and appointment of a successor thereto will not become effective until acceptance of the appointment by such successor.  If no successor Owner Trustee shall have been so appointed or shall have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee.  If a successor Indenture Trustee does not take office within 30 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Administrator or the holders of a majority of the outstanding principal amount of the Controlling Class of Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

S-73

The Trust Agreement and the Indenture will provide that the Servicer will pay the fees and expenses of the Owner Trustee and the Indenture Trustee, respectively, in connection with their duties under the Trust Agreement and Indenture, respectively.  The Trust Agreement will further provide that the Owner Trustee will be entitled to indemnification by TMCC for, and will be held harmless against, any loss, liability or expense incurred by the Owner Trustee not resulting from its own willful misconduct, bad faith or gross negligence (other than by reason of a breach of any of its representations or warranties to be described in the Trust Agreement).  The Indenture will further provide that the Indenture Trustee will be entitled to indemnification by TMCC for, and will be held harmless against, any loss, liability or expense incurred by the Indenture Trustee not resulting from its own willful misconduct, bad faith or negligence (other than by reason of a breach of any of its representations, warranties or covenants to be described in the Indenture).

Duties of the Owner Trustee and Indenture Trustee

The Owner Trustee will make no representations as to the validity or sufficiency of the Trust Agreement, the Notes or the Certificate (other than the authentication of the Certificate) or of any Receivables or related documents and is not accountable for the use or application by the Depositor or the Servicer of any funds paid to the Depositor or the Servicer in respect of the Notes, the Certificate or the Receivables, or the investment of any monies by the Servicer before those monies are deposited into the Collection Account.  The Owner Trustee will not independently verify information concerning the Receivables.  If no Event of Default has occurred and is continuing, the Owner Trustee will be required to perform only those duties specifically required of it under the Trust Agreement.  Generally, those duties will be limited to the receipt of the various certificates, reports or other instruments required to be furnished to the Owner Trustee under the Trust Agreement, in which case it will only be required to examine them to determine whether they conform to the requirements of the Trust Agreement.  The Owner Trustee will not be charged with knowledge of a failure by the Servicer to perform its duties under the Trust Agreement or Sale and Servicing Agreement unless the Owner Trustee obtains actual knowledge of such failure as will be specified in the Trust Agreement.

The Owner Trustee will not be required to perform any of the obligations of the Issuing Entity under the Trust Agreement or the other Transfer and Servicing Agreements that are required to be performed by:

·   the Servicer under the Servicing Agreement;

·   the Administrator under the Trust Agreement, the Administration Agreement or the Indenture;

·   the Depositor under the Receivables Purchase Agreement or the Trust Agreement; or

·   the Indenture Trustee under the Indenture.

In addition, the Owner Trustee will be under no obligation to exercise any of the rights or powers vested in it by the Trust Agreement or to make any investigation of matters arising under the Trust Agreement or to institute, conduct or defend any litigation under the Trust Agreement or in relation thereto at the request, order or direction of any Certificateholder, unless that Certificateholder has offered to the Owner Trustee security or indemnity reasonably satisfactory to the Owner Trustee against the costs, expenses and liabilities that may be incurred by the Owner Trustee in connection with the exercise of those rights.

The Indenture Trustee will make no representations as to the validity or sufficiency of the Indenture, the Notes (other than the execution and authentication thereof) or of any Receivables or related documents, and will not be accountable for the use or application by the Sponsor or the Servicer of any funds paid to the Sponsor or the Servicer in respect of the Notes, or the Receivables, or the investment of any monies by the Servicer before such monies are deposited into the Collection Account.  If no Event of Default has occurred and is continuing, the Indenture Trustee will be required to perform only those duties specifically required of it under the Indenture.  Generally, those duties will be limited to the receipt of the various certificates, reports or other instruments required to be furnished to the Indenture Trustee under the Indenture, in which case it will only be required to examine them to determine whether they conform to the requirements of the Indenture.  The Indenture Trustee will not be charged with knowledge of a failure by the Servicer to perform its duties under the Trust Agreement or Sale and Servicing Agreement or of TMCC to perform its duties under the Administration Agreement, unless the Indenture Trustee obtains actual knowledge of such failure as will be specified in the Indenture.

S-74

The Indenture Trustee will be required to mail (within 60 days after each December 31, beginning in 20[__]) to all Noteholders a brief report relating to its eligibility and qualification to continue as Indenture Trustee under the Indenture and other information relating to the Receivables.  For additional information regarding such reports, you should refer to “Description of the Notes—The Indenture” in the accompanying prospectus.

The Indenture Trustee will be under no obligation to exercise any of the rights or powers vested in it by the Indenture or to make any investigation of matters arising under the Indenture or to institute, conduct or defend any litigation under the Indenture or in relation thereto at the request, order or direction of any of the Noteholders, unless such Noteholders have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred with respect to such litigation.  No Noteholder will have any right under the Indenture to institute any proceeding with respect to the Indenture, unless such holder previously has given to the Indenture Trustee written notice of the occurrence of an Event of Default and (i) the Event of Default arises from the Servicer’s failure to remit payments when due or (ii) the holders of the Controlling Class of Notes (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their affiliates), evidencing not less than 25% of the voting interests of such Controlling Class of Notes, have made written request upon the Indenture Trustee to institute such proceeding in its own name as the Indenture Trustee under the Indenture and have offered to the Indenture Trustee reasonable indemnity and the Indenture Trustee for 30 days has neglected or refused to institute any such proceedings.  For additional information, you should refer to “Description of the Notes—Indenture” in this prospectus supplement.

Fees and Expenses

The table below sets forth the fees and expenses payable on each payment date, unless otherwise specified in this prospectus supplement.

Party

Amount

Servicer(1)(2)

(i) from Available Collections, one-twelfth of 1.00% multiplied by the outstanding Principal Balance of the Receivables as of the first day of the related Collection Period, plus (ii) investment earnings on amounts on deposit in the Collection Account and all late fees, extension fees and other administrative fees and expenses or similar charges allowed by applicable law with respect to the Receivables received by the Servicer during the related Collection Period (the “Servicing Fee”)

(1) To be paid before any amounts are distributed to Noteholders.

(2) The Servicer will generally pay any Owner Trustee, Administrator or Indenture Trustee fees and expenses from the fees paid to the Servicer.

[THE SWAP AGREEMENT]

[The following summary describes certain material terms of the Swap Agreement.  The description of the terms of the Swap Agreement in this Prospectus Supplement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions of the Swap Agreement.  A copy of the final signed Swap Agreement will be filed on Form 8-K with the SEC.

[Payments Under the Swap Agreement]

[On the Closing Date, for each class of floating rate Notes issued by the Issuing Entity, if any, the Issuing Entity will enter into a corresponding 1992 International Swaps and Derivatives Association, Inc. (“ISDA”) Master Agreement (Multi Currency-Cross Border) (such agreement, the “1992 Master Agreement”) with the Swap Counterparty, as modified by a schedule, a credit support annex and, with respect to each class of floating rate Notes, a confirmation, to reflect the transactions described below (the 1992 Master Agreement, as so modified, collectively, the “Swap

S-75

Agreement”).  The Swap Agreement will incorporate certain relevant standard definitions in the 2006 ISDA Definitions and the Annex to the 2006 ISDA Definitions published by ISDA.  Payments under the Swap Agreement will generally be paid by the Issuing Entity to the Swap Counterparty in an amount equal to the Class [__] Swap Payment due on each Payment Date and be paid by the Swap Counterparty to the Issuing Entity in an amount equal to the Class [__] Swap Receipt due on such Payment Date; provided that if the Issuing Entity is unable to make any payment due to be made by it to the Swap Counterparty under the Swap Agreement, the Swap Counterparty will not be obligated to make its corresponding payment to the Issuing Entity under the Swap Agreement.  Payments under the Swap Agreement will be made on a net basis between the Issuing Entity and the Swap Counterparty.  The Calculation Agent, as defined in the Swap Agreement, will be [__________].

Payments payable by the Issuing Entity to the Swap Counterparty on any Payment Date will be distributed from Available Collections for the related Collection Period in accordance with the priority of payments described under “Payments to Noteholders – Priority of Payments” in this Prospectus Supplement.

Unless the Swap Agreement is terminated early as described below under “—Early Termination of Swap Agreement,” the Swap Agreement related to a class of floating rate Notes will terminate on the earlier of (x) the Final Scheduled Payment Date of that class of Notes and (y) the date on which the principal balance of that class of  Notes has been reduced to zero.

The respective obligations of the Swap Counterparty and the Issuing Entity to pay certain amounts due under the Swap Agreement will be subject to the following conditions precedent: [__________].]

[Defaults Under Swap Agreement]

[Events of default under the Swap Agreement (each, a “Swap Event of Default”) are limited to: (i) the failure of the Issuing Entity or the Swap Counterparty to pay any amount when due under the Swap Agreement after giving effect to any applicable grace period; (ii) the occurrence of certain events of insolvency or bankruptcy of the Issuing Entity or the Swap Counterparty and (iii) certain other standard events of default under the 1992 Master Agreement including, among others, “Breach of Agreement” (not applicable to the Issuing Entity), “Misrepresentation” (not applicable to the Issuing Entity) and “Merger without Assumption,” as described in Sections 5(a)(ii), 5(a)(iv) and 5(a)(viii) of the 1992 Master Agreement.]

[Swap Termination Events]

[Termination events under the Swap Agreement (each a “Swap Termination Event”) consist of the following:

(i) the Issuing Entity or Swap Counterparty becomes subject to registration as an “investment company” under the Investment Company Act of 1940;

(ii) any Event of Default under the Indenture that results in the acceleration of the Notes;

(iii) failure of the Swap Counterparty (or its credit support provider, if any) to maintain its credit ratings at certain levels required by the Swap Agreement, which failure may not constitute a Swap Termination Event if the Swap Counterparty:

(a) at its own expense, obtains an unconditional guarantee from a guarantor with the appropriate credit rating, provided that certain criteria are satisfied;

(b) posts collateral; or

(c) assigns its rights and obligations under the Swap Agreement to a substitute swap counterparty that satisfies the eligibility criteria set forth in the Swap Agreement.

S-76

(iv) illegality of the transactions contemplated by the Swap Agreement;

(v) certain tax events that would affect the ability of the Issuing Entity or Swap Counterparty to make payments to the other without withholding taxes, that occur because of a change in tax law or a merger or consolidation of either party.]

[Early Termination of Swap Agreement]

[Upon the occurrence and continuance of any Swap Event of Default, the non-defaulting party will have the right to designate by notice to the defaulting party an “Early Termination Date” (as defined in the Swap Agreement).  On the Early Termination Date, the Swap Agreement will terminate.  With respect to Swap Termination Events, an Early Termination Date may be designated by one or both of the parties (as specified in the Swap Agreement with respect to each Swap Termination Event) and will occur only upon notice and, in certain cases, after the party causing the Swap Termination Event has used reasonable efforts to transfer its rights and obligations under such Swap Agreement to a related entity within a limited period after notice has been given of the Swap Termination Event, all as set forth in the Swap Agreement.  The occurrence of an Early Termination Date under the Swap Agreement will constitute a “Swap Termination.”

The Issuing Entity will assign its rights under the Swap Agreement to the Indenture Trustee in connection with the Issuing Entity’s pledge of the assets of the Issuing Entity as collateral for the Notes.  The Indenture provides that upon the occurrence of (i) any Swap Event of Default arising from any action taken, or failure to act, by the Swap Counterparty, or (ii) any Swap Termination Event (except as described in the following sentence) with respect to which the Swap Counterparty is an Affected Party (as defined in the Swap Agreement), the Indenture Trustee may and will, at the direction of holders of Class [__] Notes evidencing at least 66 2/3% of the aggregate of the outstanding principal balances of all such classes voting as a single class (excluding for such purposes the outstanding principal balance of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their affiliates), by notice to the Swap Counterparty, designate an Early Termination Date with respect to the Swap Agreement.  If a Swap Termination Event occurs (i) as a result of the insolvency or bankruptcy of the Issuing Entity or the Swap Counterparty or (ii) because the Issuing Entity or the Swap Counterparty becomes subject to registration as an “investment company” under the Investment Company Act of 1940, the Indenture Trustee will be required by the terms of the Indenture (as assignee of the rights of the Issuing Entity under the Swap Agreement) to terminate the Swap Agreement.

Upon any Swap Termination Event, the Issuing Entity or the Swap Counterparty may be liable to make a termination payment to the other, in some cases regardless of which of such parties may have caused such termination (any such payment, a “Swap Termination Payment”).  The amount of any Swap Termination Payment will be based on the market value of the Swap Agreement computed on the basis of market quotations of the cost of entering into swap transactions with the same terms and conditions that would have the effect of preserving the respective full payment obligations of the parties, in accordance with the procedures set forth in the Swap Agreement, and the amounts, if any, owed by the Issuing Entity to the Swap Counterparty and by the Swap Counterparty to the Issuing Entity.  Any Swap Termination Payment could, if interest rates have changed significantly, be substantial.

In the event that the Issuing Entity is required to make a Senior Swap Termination Payment to the Swap Counterparty, that Senior Swap Termination Payment will be payable at the same level of priority as payments of interest on the Notes.  However, in the event that the Issuing Entity is required to make a Subordinate Swap Termination Payment to the Swap Counterparty, that Subordinate Swap Termination Payment will be subordinate to the right of the  Noteholders to receive payment of principal and interest on the notes.

“Senior Swap Termination Payment Amount” means any Swap Termination Payment Amount other than a Subordinate Swap Termination Payment Amount.

“Subordinate Swap Termination Payment Amount” means any Swap Termination Payment Amount resulting from a termination where the Swap Counterparty is the Defaulting Party or the sole Affected Party (as defined in the Swap Agreement) other than terminations arising from a Tax Event or Illegality (as defined in the Swap Agreement).

S-77

“Swap Termination Payment Amount” means any amount due to the Swap Counterparty from the Issuing Entity in respect of an early termination date of the Interest Rate Swap.

Notwithstanding the foregoing, if the Swap Agreement is terminated as a result of a Termination Event resulting from the Issuing Entity or the Swap Counterparty becoming subject to registration as an “investment company” for purposes of the Investment Company Act of 1940, as amended, other than as a result of the amendment of such statute or the regulations promulgated under the Investment Company Act of 1940 after the Closing Date, neither party will be required to pay a termination payment.]

[Taxation]

[Neither the Issuing Entity nor the Swap Counterparty is obligated under the Swap Agreement to make payments free of deduction or withholding if withholding taxes are imposed on payments made under the Swap Agreement except with respect to any eligible guaranty of the Swap Counterparty’s obligations as defined below under the subheading “— The Swap Counterparty” in this prospectus supplement.  If payments by the Swap Counterparty to the Issuing Entity become subject to withholding taxes, holders of Class [__] Notes evidencing a majority of the aggregate of the outstanding principal balances of all such classes voting as a single class (excluding for such purposes the outstanding principal balance of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their affiliates) may direct the Indenture Trustee to terminate the Swap Agreement, as described above under “— Termination Events.”]

[Assignment; Swap Counterparty Downgrade]

Except as provided below, neither the Issuing Entity nor the Swap Counterparty is permitted to assign, novate or transfer as a whole or in part any of its rights, obligations or interests under the Swap Agreement.  Subject to satisfaction of the Notice Condition, prior notice to the Rating Agencies and certain additional conditions specified in the Swap Agreement, the Swap Counterparty may, at its own expense, and under certain conditions or with the consent of the Administrator on behalf of the Issuing Entity, transfer all or substantially all of its rights and obligations with respect to the Swap Agreement to a replacement counterparty that satisfies the Counterparty Ratings Requirement.  In addition, in the event a Downgrade Event occurs, the Swap Counterparty will be required within specified timeframes to (a) assign the Swap Agreement to another party in a Replacement Transaction, (b) collateralize its payment obligations under the Swap Agreement, or (c) procure an eligible guarantee in respect of which the Notice Condition has been satisfied, and is provided by a guarantor meeting the criteria set forth in the Swap Agreement; provided that either (1) the Swap Counterparty has secured a legal opinion that none of the guarantor’s payments under the guarantee will be subject to withholding and such opinion has been disclosed to the Rating Agencies, (2) such guarantee provides that if the guarantor’s payments under the guarantee are subject to withholding, such guarantor is required to pay such additional amount as is necessary to ensure that the amount actually received as payment is equal to the full amount that would have been paid had no such withholding been required or (3) in the event any payment under such guarantee is made net of deduction or withholding, the Swap Counterparty is required to ensure that the net amount received from the guarantor will equal the full amount that would have been paid had no such deduction or withholding been required.  If a Replacement Event occurs, the Swap Counterparty will be required to use commercially reasonable efforts to assign its rights and obligations under the Swap Agreement in a Replacement Transaction or to procure an eligible guarantee, and pending the completion of such action, will be required within a specified timeframe to collateralize its payment obligations under the Swap Agreement.

As used in this section:

“Collateralization Event” means that [_________].

“Counterparty Ratings Requirement” means with respect to any entity, either such entity or the guarantor of such entity has both [____________].

“Downgrade Event” means a First Trigger Event.

S-78

“Financial Institution” means any bank, broker-dealer, insurance company, derivative products company or structured investment vehicle or any other entity that under published hedge counterparty criteria constitutes a “Financial Institution.”

“First Trigger Event” means [________].

“L-T Rating” means with respect to any entity, the long-term unsecured and unsubordinated debt obligation or counterparty rating of such entity.

“Notice Condition” means, with respect to any action, that either (i) an officer’s certificate has been delivered by the Servicer or the Adminsitrator to the Indenture Trustee certifying that such officer reasonably believes that such action will not materially and adversely affect the interest of any Noteholder or (ii) the Indenture Trustee has been provided a letter from each applicable Rating Agency to the effect that such action will not result in the reduction or withdrawal of any rating it currently assigns to any class of Notes, or each other Rating Agency has been provided with 10 days prior notice of the proposed action and each such other Rating Agency has not notified the Indenture Trustee that such action might or would result in the reduction or withdrawal of the rating it has currently assigned to any class of Notes.

“Replacement Event” means a [_________].

“Replacement Transaction” means a transaction with a replacement Swap Counterparty meeting the Counterparty Ratings Requirement who shall assume, at no cost to the Issuing Entity, all of the Swap Counterparty’s rights and obligations under the Swap Agreement.

“S-T Rating” means with respect to any entity, the short-term unsecured and unsubordinated debt obligation or counterparty rating of such entity.

“Second Trigger Event” means [_________].

Should a Downgrade Event or a Replacement Event occur, the criteria for an acceptable Replacement Transaction with a possible substitute counterparty focus entirely on that entity’s ratings.  They do not focus on other possible considerations that might be relevant to the amounts that the Issuing Entity might be able to collect from such a substitute counterparty if it itself, or collateral posted by it, became the subject of insolvency or similar proceedings.  The criteria for a substitute counterparty also do not expressly address possible withholding tax issues that may exist vis-a-vis that entity, although any such substitute counterparty would be asked to make representations that, at the time, would allow the Issuing Entity to conclude that withholding taxes would not be imposed under applicable law on scheduled swap payments to be made to the Issuing Entity by such a substitute counterparty.

Any cost of any such transfer or replacement will be borne by the Swap Counterparty or the new Swap Counterparty and not by the Issuing Entity; provided, however that the Swap Counterparty shall not be required to make any payment to the new Swap Counterparty to obtain an assignment or replacement swap.

In addition, the Swap Counterparty's obligations under the Swap Agreement may be assigned if the Swap Counterparty fails to provide the Issuing Entity with certain information required under the securities laws.]

[Modification and Amendment of Swap Agreement]

[The Indenture contains provisions permitting the Indenture Trustee (as assignee of the rights of the Issuing Entity under the Swap Agreement) to direct the Issuing Entity to enter into any amendment of the Swap Agreement (i) to cure any ambiguity or mistake, (ii) to correct any defective provisions or to correct or supplement any provision contained in the Swap Agreement which may be inconsistent with any other provision in the Swap Agreement or with the Indenture or (iii) to add any other provisions with respect to matters or questions arising under the Swap Agreement; provided, in the case of clause (iii) that such amendment will not adversely affect in any material respect the interest of any Noteholder.  Any such amendment shall be deemed not to adversely affect in any material respect the interests of any Noteholder if the Notice Condition is satisfied.]

S-79

[The Swap Counterparty]

[Description to be provided by swap counterparty.]

[Swap Agreement Significance Percentage]

[Based on a reasonable good faith estimate of maximum probable exposure calculated in accordance with the Swap Counterparty’s general risk management procedures, the significance percentage of the Swap Agreement is less than 10%.]

[Additional Derivatives]

[Based on a reasonable good faith estimate of maximum probable exposure, the significance percentage of the [derivative] agreement is less than [____]%.]

[If the aggregate significance percentage related to any entity or group of affiliated entities providing derivative instruments contemplated by Item 1115 is 10% or more, but less than 20%, disclose the information required by item 1115(b)(1) of Regulation AB.]

[If the aggregate significance percentage related to any entity or group of affiliated entities providing derivative instruments contemplated by Item 1115 is 20% or more, disclose the information required by item 1115(b)(2) of Regulation AB.]

AFFILIATIONS AND RELATED TRANSACTIONS

The Issuing Entity, the Depositor and Toyota Financial Services Securities USA Corporation (“TFSS USA”) are affiliates of TMCC (which is the Sponsor, the Servicer and the Administrator [and the issuer of the TMCC Demand Notes]).  There is not currently, and there was not during the past two years, any material business relationship, agreement, arrangement, transaction or understanding that is or was entered into outside the ordinary course of business or is or was on terms other than would be obtained in an arm’s length transaction with an unrelated third party, between any of the Depositor, the Issuing Entity, TFSS USA and the Sponsor.  [The [Indenture Trustee][Owner Trustee] is an affiliate of [_________], one of the Underwriters.]  [Describe any additional affiliations.]

[TMCC DEMAND NOTES]

[Insert TMCC Demand Note disclosure, if applicable.]

[The following summary describes certain terms of demand notes that will be issued by TMCC (the “TMCC Demand Notes”) pursuant to the Demand Notes Indenture (the “Demand Notes Indenture”), between TMCC and [__________], as trustee under the Demand Notes Indenture (in such capacity, the “Demand Notes Indenture Trustee”).  This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions of any Demand Notes Indenture.

The TMCC Demand Notes will be an Eligible Investment.  The Servicer expects initially to invest all funds in the collection account in TMCC Demand Notes.  The principal amount of the TMCC Demand Notes outstanding will change from time to time on Payment Dates.  The aggregate principal amount of TMCC Demand Notes that may be issued under the Demand Notes Indenture is limited to $[__________].  The TMCC Demand Notes will bear interest at [____]% from and including the date of issuance of such principal amount, to but excluding its date of maturity of the TMCC Demand Notes, computed on the basis of a 360-day year of twelve 30-day months.  Interest on the TMCC Demand Notes will be paid on each Payment Date with respect to the TMCC Demand Notes.  [Interest collections-related demand notes will generally mature on the dates on which interest is to be paid to the Noteholders.][Principal collections-related demand notes will generally mature on the dates on which principal is to be paid to the Noteholders].

[Describe any additional payment terms.]

S-80

TMCC Demand Notes will be unsecured general obligations of TMCC and will rank pari passu with all other unsecured and unsubordinated indebtedness of TMCC outstanding from time to time.  TMCC Demand Notes will not be subject to redemption by TMCC and will not have the benefit of any sinking fund.

The TMCC Demand Notes will be purchased from TMCC by the Indenture Trustee, on behalf of the Issuing Entity, at the direction of the Servicer.  At the time of issuance of the TMCC Demand Notes, the TMCC Demand Notes must be rated [insert applicable investment grade rating requirement].

The TMCC Demand Notes will be issued in the form of fully registered definitive notes without interest coupons, and payment of principal and interest on TMCC Demand Notes will be made by the Demand Notes Indenture Trustee as paying agent by wire transfer to an account maintained by the Issuing Entity as the holder of the TMCC Demand Notes.  The TMCC Demand Notes will be executed on behalf of TMCC by an officer of TMCC and will be authenticated by the Demand Notes Indenture Trustee.  The Demand Notes Indenture Trustee may appoint an authenticating agent acceptable to TMCC to authenticate the TMCC Demand Notes.

TMCC will pay to the Demand Notes Indenture Trustee a fee of $[______] per year as compensation for its services.  TMCC will indemnify the Demand Notes Indenture Trustee for, and hold it harmless against, any loss, liability or expense incurred by it and its officers, directors and employees including, without limitation, the cost and expense of enforcement of the Demand Notes Indenture against TMCC and of defending itself against any claim (whether asserted by any Holder or TMCC or otherwise) unless the Demand Notes Indenture Trustee or its officers, directors and employees acted with negligence, willful misconduct or bad faith on its part, arising out of or in connection with the any trust created under, or any duties in connection with the Demand Notes Indenture. TMCC need not reimburse any expense or indemnify against any loss or liability incurred by the Demand Notes Trustee through negligence, willful misconduct or bad faith.

Any money collected by the Demand Notes Indenture Trustee pursuant to an Event of Default under the Demand Notes Indenture will be applied in the following order, at the date or dates fixed by the Demand Notes Indenture Trustee and, in case of the distribution of such money on account of principal or interest, upon presentation of the TMCC Demand Notes and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

·   first, to the payment of all amounts due the Demand Notes Indenture Trustee and any predecessor Demand Notes Indenture Trustee relating to Demand Notes Indenture;

·   second, to the payment of the amounts then due and unpaid upon the TMCC Demand Notes for principal and interest in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the aggregate amounts due and payable on such TMCC Demand Notes and Coupons for principal and interest, respectively.

·   third, the balance, if any, to the person or persons entitled thereto.

In addition, the Indenture Trustee will have the right to demand payment of the TMCC Demand Notes in connection with the reduction of TMCC’s rating to a level below [____] or upon the occurrence of [__________].  See “Risk Factors –– Credit Ratings of TMCC May Not Reflect the True Risks of the Issuing Entity’s Investment in the TMCC Demand” and “–– You may suffer a loss due to the performance of the TMCC Demand Notes” in this Prospectus Supplement and “Risk Factors—The rating of a swap counterparty or the issuer of demand notes may affect the ratings of the notes” in the accompanying Prospectus.

If an Event of Default under the Demand Notes Indenture has occurred and is continuing, the Demand Notes Indenture Trustee will exercise its rights and powers under the Demand Notes Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.  Except during the continuance of an Event of Default under the Demand Notes Indenture:

S-81

·   the Demand Notes Indenture Trustee need perform only those duties as are specifically set forth in the Demand Notes Indenture and no covenants or obligations shall be implied in Demand Notes Indenture which are adverse to the Demand Notes Indenture Trustee.

·   in the absence of bad faith on its part, the Demand Notes Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Demand Notes Indenture Trustee and conforming to the requirements of the Demand Notes Indenture.  However, the Demand Notes Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of the Demand Notes Indenture, but need not verify the accuracy of the contents thereof.

No provision of this Indenture shall require the Demand Notes Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or obligations hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

The Demand Notes Indenture Trustee shall not be liable for interest on any money received by it except as the Demand Notes Indenture Trustee may agree in writing with the TMCC. Money held in trust by the Demand Notes Indenture Trustee need not be segregated from other funds except to the extent required by law.

The Demand Notes Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Demand Notes Indenture at the request or direction of any of the holders of TMCC Demand Notes, unless such holders of TMCC Demand Notes shall have offered to the Demand Notes Indenture Trustee reasonable security or indemnity satisfactory to it, against the costs, expenses and liability (including counsel’s fees, expenses and disbursements) which might be incurred by the Demand Notes Indenture Trustee in compliance with such request or direction.

Whenever in the administration of its duties and obligations pursuant to the Indenture, before the Demand Notes Indenture Trustee acts or refrains from acting, it may require a certificate of an officer of TMCC and an opinion of counsel. The Demand Notes Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.  The Demand Notes Indenture Trustee may consult with counsel and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. The Demand Notes Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers.

No Noteholder will have a direct interest in the TMCC Demand Notes or have any direct rights under the TMCC Demand Notes or the Demand Notes Indenture.  The Issuing Entity as holder of the TMCC Demand Notes, will be the only holder of the TMCC Demand Notes, which it will hold for the benefit of the Noteholders.  In the event any vote or other action, including action upon the occurrence of an Event of Default under the Demand Notes Indenture, is required or permitted by the holders of the TMCC Demand Notes under the Demand Notes Indenture, the Issuing Entity as such holder will be permitted to vote or take such other action as it shall deem fit.  However, the Issuing Entity will be permitted to seek the direction of the Noteholders before taking any such action.  References under this caption to “holders of the TMCC Demand Notes” and phrases of similar import shall be to the Issuing Entity as the holder of the TMCC Demand Notes.

The Noteholders, as owners of the Notes issued by the Issuing Entity, will have an indirect interest in the TMCC Demand Notes, which will be part of the Trust Estate.  Consequently, the Noteholders will be exposed to losses due to the failure of TMCC to repay principal of the TMCC Demand Notes.  .  See “Risk Factors –– Credit Ratings of TMCC May Not Reflect the True Risks of the Issuing Entity’s Investment in the TMCC Demand” and “–– You may suffer a loss due to the performance of the TMCC Demand Notes” in this Prospectus Supplement and “Risk Factors—The rating of a swap counterparty or the issuer of demand notes may affect the ratings of the notes” in the accompanying Prospectus.

For more information regarding the TMCC Demand Notes, see ““Description of the Transfer and Servicing Agreements – TMCC Demand Notes” in the accompanying prospectus.]

S-82

LEGAL PROCEEDINGS

To the knowledge of the Sponsor and the Depositor, there are no legal proceedings pending, or governmental proceedings contemplated, against the Sponsor, the Depositor, the Owner Trustee, the Indenture Trustee, the Servicer or the Issuing Entity that would be material to holders of any Notes.

ERISA CONSIDERATIONS

Subject to the following discussion, the Notes sold to parties unaffiliated with the issuing entity may be acquired by pension, profit-sharing or other employee benefit plans that are subject to Title I of ERISA, individual retirement accounts, Keogh Plans and other plans covered by Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), and entities deemed to hold the plan assets of the foregoing (each, a “Plan”).  Section 406 of ERISA and Section 4975 of the Code prohibit a Plan from engaging in certain transactions with persons that are “parties in interest” under ERISA or “disqualified persons” under the Code with respect to such Plan.  A violation of these “prohibited transaction” rules may result in an excise tax or other penalties and liabilities under ERISA and the Code for such persons or the fiduciaries of the Plan. Title I of ERISA also requires that fiduciaries of a Plan subject to ERISA make investments that are prudent, diversified (except if prudent not to do so) and in accordance with governing plan documents.

Certain transactions involving the Issuing Entity might be deemed to constitute prohibited transactions under ERISA and the Code with respect to a Plan that purchased the Notes if assets of the Issuing Entity were deemed to be assets of a Plan.  Under a regulation issued by the United States Department of Labor (the “Regulation”) and Section 3(42) of ERISA, the assets of the Issuing Entity would be treated as plan assets of a Plan for the purposes of ERISA and the Code only if the Plan acquired an “equity interest” in the Issuing Entity and none of the exceptions to plan asset treatment contained in the Regulation, as effectively amended by Section (3)(42) of ERISA, were applicable.  An equity interest is defined under the Regulation as an interest other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features. Although there is little guidance on the subject, the Issuing Entity believes that those Notes acquired by parties unaffiliated with the Issuing Entity should be treated as indebtedness without substantial equity features for purposes of the Regulation.  This determination is based in part upon (i) tax counsel’s opinion that Notes held by parties unaffiliated with the Issuing Entity will be classified as debt for federal income tax purposes and (ii) the traditional debt features of such Notes, including the reasonable expectation of purchasers of the Notes that they will be repaid when due, as well as the absence of conversion rights, warrants and other typical equity features.  Based upon the foregoing and other considerations, and subject to the considerations described below, such Notes may be acquired by a Plan.

However, without regard to whether the Notes are treated as an equity interest for purposes of the Regulation, the acquisition or holding of Notes by or on behalf of a Plan could be considered to give rise to a prohibited transaction if the Issuing Entity, the Owner Trustee, the Indenture Trustee, any Underwriter or certain of their respective affiliates is or becomes a party in interest or a disqualified person with respect to such Plan.  In such case, certain exemptions from the prohibited transaction rules could be applicable to the purchase and holding of the Notes by a Plan depending on the type and circumstances of the plan fiduciary making the decision to acquire such note. Included among these exemptions are: Prohibited Transaction Class Exemption (“PTCE”) 90-1, regarding investments by insurance company pooled separate accounts; PTCE 95-60, regarding investments by insurance company general accounts; PTCE 91-38, regarding investments by bank collective investment funds; PTCE 96-23, regarding transactions affected by “in-house asset managers”; and PTCE 84-14, regarding transactions effected by “qualified professional asset managers.”  In addition to the class exemptions listed above, there is also a statutory exemption that may be available under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code for prohibited transactions between a Plan and a person or entity that is a party in interest to such Plan solely by reason of providing services to a Plan (other than a party in interest that is a fiduciary, or its affiliate, that has or exercises discretionary authority or control or renders investment advice with respect to the assets of the plan involved in such transaction), provided that there is adequate consideration for the transaction. Even if the conditions described in one or more of these exemptions are met, the scope of relief provided by these exemptions might or might not cover all acts which might be construed as prohibited transactions.  There can be no assurance that any of these, or any other exemption, will be available with respect to any particular transaction involving the Notes and prospective purchasers that are Plans should consult with their advisors regarding the applicability of any such exemption.

S-83

The Underwriters, the Owner Trustee, the Indenture Trustee, the Depositor, the Servicer or their affiliates may be the sponsor of, or investment advisor with respect to, one or more Plans. Because these parties may receive certain benefits in connection with the sale or holding of Notes, the purchase of Notes using plan assets over which any of these parties or their affiliates has investment authority might be deemed to be a violation of a provision of Title I of ERISA or Section 4975 of the Code.  Accordingly, Notes may not be purchased using the assets of any Plan if the Underwriter, the Owner Trustee, the Indenture Trustee, the Depositor, the Servicer or their affiliates has investment authority for those assets, or is an employer maintaining or contributing to the Plan, unless an applicable prohibited transaction exemption is available to cover such purchase.

Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA) and non-U.S. plans are not subject to ERISA requirements; however, governmental or non-U.S. plans may be subject to comparable non-U.S., federal, state or local law restrictions.

By acquiring a Note, each purchaser and transferee will be deemed to represent, warrant and covenant that either (i) it is not acquiring such note with the assets of a Plan or any other plan subject to a law that is substantially similar to Title I of ERISA or Section 4975 of the Code, or (ii) the acquisition, holding and disposition of such Notes will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a nonexempt violation under any other substantially similar law.

The sale of Notes to a Plan is in no respect a representation that this investment meets all relevant legal requirements with respect to investments by Plan generally or by a particular Plan, or that this investment is appropriate for Plans generally or any particular Plan.

Prospective Plan investors should consult with their legal advisors concerning the impact of ERISA and Section 4975 of the Code or any other substantially similar applicable law, the effect of the assets of the Issuing Entity being deemed “plan assets” and the applicability of any applicable exemption prior to making an investment in the Notes.  Each Plan fiduciary should determine whether under the fiduciary standards of investment prudence and diversification, an investment in the Notes is appropriate for the Plan, also taking into account the overall investment policy of the Plan and the composition of the Plan’s investment portfolio.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

In the opinion of Bingham McCutchen LLP, special tax counsel to the Issuing Entity (“Tax Counsel”), under current law, assuming the execution of, and compliance with, the Indenture and the Trust Agreement and subject to the discussion described below, the Issuing Entity will not be classified as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes.  Further, with respect to the Notes, Tax Counsel will advise the Issuing Entity that the Notes held by parties unaffiliated with the Issuing Entity will be classified as debt for federal income tax purposes.  Beneficial owners of Notes will be deemed to agree, by their purchase of the Notes, to treat the Notes as debt for federal and state income tax, franchise tax and any other tax measured in whole or in part by income.

The Depositor, the Sponsor, and the Servicer will agree to treat the Issuing Entity (i) as a partnership for purposes of federal and state income tax, franchise tax and any other tax measured in whole or in part by income, with the assets of the partnership being the assets held by the Issuing Entity, the partners of the partnership being the owners of the Certificate, and the Notes being debt of the partnership, or (ii) if a single party owns the Certificate (and any Notes characterized as equity interests in the Issuing Entity), as disregarded as an entity separate from the beneficial owner of the Certificate for purposes of federal and state income tax, franchise tax and any other tax measured in whole or in part by income, with the assets of the Issuing Entity and the Notes treated as assets and indebtedness of the beneficial owner of the Certificate.  However, the proper characterization of the arrangement involving the Issuing Entity, the Notes, the Depositor, the Sponsor, and the Servicer is not clear because there is no legal authority on transactions closely comparable to the transaction described in this prospectus supplement.

We do not anticipate issuing Notes with any original issue discount, other than original issue discount of a de minimis amount or, if applicable, as a result of any class of Notes, such as any Class A-1 Notes that are not held by the Depositor or its affiliates having a fixed maturity of not more than one year from the date of issue.  For additional information, you should refer to “Certain Federal Income Tax Consequences—Tax Consequences to Owners of the Notes—OID, Etc.” and “—Interest Income on the Notes” in the accompanying prospectus.  The prepayment

S-84

assumption that will be used for purposes of computing original issue discount, if any, for federal income tax purposes is [1.3]% ABS.  For additional information, you should refer to “Prepayment and Yield Considerations” in this prospectus supplement.  No representation is made that the Receivables will prepay in accordance with this assumption or in accordance with any other assumption.

In addition, Tax Counsel has prepared or reviewed the statements under “Summary of Terms—Tax Status” in this prospectus supplement as they relate to federal income tax matters and under “Certain Federal Income Tax Consequences” in this prospectus supplement and in the accompanying prospectus and is of the opinion that such statements are correct in all material respects.  Such statements are intended as an explanatory discussion of the possible effects of the classification of the Issuing Entity as a partnership for federal income tax purposes on investors generally and of related federal income tax matters affecting investors generally, but do not purport to furnish information in the level of detail or with the attention to the investor’s specific tax circumstances that would be provided by an investor’s own tax adviser.  Accordingly, each investor is advised to consult its own tax advisor with regard to the tax consequences to it of investing in Notes.

For additional information regarding the federal and state tax treatment of the Issuing Entity, and the federal and state tax consequences of the purchase, ownership and disposition of the Notes, prospective investors should refer to the discussion under “Certain Federal Income Tax Consequences” and “Certain State Tax Consequences” in the accompanying prospectus.

UNDERWRITING

Subject to the terms and conditions described in the underwriting agreement, the Depositor has agreed to sell to each of the underwriters named below (collectively, the “Underwriters”), and each of the Underwriters has severally agreed to purchase the initial principal amounts of the Class [__] Notes (collectively, the “Underwritten Notes”) described opposite its name below:

	Principal Amount of Class A-1 Notes	Principal Amount of Class A-2 Notes	Principal Amount of Class A-3 Notes	Principal Amount of Class A-4 Notes	Principal Amount of Class B Notes
[__________]	$[__________]	$[__________]	$[__________]	$[__________]	$[__________]
[__________]	$[__________]	$[__________]	$[__________]	$[__________]	$[__________]
[__________]	$[__________]	$[__________]	$[__________]	$[__________]	$[__________]
[__________]	$[__________]	$[__________]	$[__________]	$[__________]	$[__________]
[__________]	$[__________]	$[__________]	$[__________]	$[__________]	$[__________]
[__________]	$[__________]	$[__________]	$[__________]	$[__________]	$[__________]
[__________]	$[__________]	$[__________]	$[__________]	$[__________]	$[__________]
Total	$[__________]	$[__________]	$[__________]	$[__________]	$[__________]

The Depositor has been advised by the Underwriters that they propose initially to offer the Underwritten Notes to the public at the prices described in this prospectus supplement.  After the initial public offering of the Underwritten Notes, the public offering price may change.

[[__________], one of the Underwriters, is an affiliate of [__________], the [Indenture Trustee][Owner Trustee].

The underwriting discounts and commissions, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the principal amount of the related class of Underwritten Notes and as an aggregate dollar amount, shall be as follows:

	Underwriting Discount and Commissions	Net Proceeds to the Depositor(1)	Selling Concessions Not to Exceed(2)	Reallowance Not to Exceed
Class A-1 Notes	[____]%	[____]%	[____]%	[____]%
Class A-2 Notes	[____]%	[____]%	[____]%	[____]%

S-85

Class A-3 Notes	[____]%	[____]%	[____]%	[____]%
Class A-4 Notes	[____]%	[____]%	[____]%	[____]%
Class B Notes	[____]%	[____]%	[____]%	[____]%
Total for the Notes	$[__________]	$[__________]

_________________________________

(1) Before deducting expenses payable by the Depositor, estimated to be $[__________].

(2) In the event of possible sales to affiliates, one or more of the underwriters may be required to forego a de minimus portion of the selling concession they would otherwise be entitled to receive.

Until the distribution of the Underwritten Notes is completed, rules of the SEC may limit the ability of the Underwriters and certain selling group members to bid for and purchase the Underwritten Notes.  As an exception to these rules, the Underwriters are permitted to engage in certain transactions to stabilize the price of the Underwritten Notes.  Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the Underwritten Notes.

If the Underwriters create a short position in the Underwritten Notes in connection with this offering, (i.e., they sell more Underwritten Notes than are described on the cover page of this prospectus supplement), the Underwriters may reduce that short position by purchasing Underwritten Notes in the open market.

The Underwriters may also impose a penalty bid on certain Underwriters and selling group members.  This means that if the Underwriters purchase Underwritten Notes in the open market to reduce the Underwriters’ short position or to stabilize the price of the Underwritten Notes, they may reclaim the amount of the selling concession from any Underwriter or selling group member who sold those Underwritten Notes as part of the offering.

In general, purchases of a security for the purposes of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases.  The imposition of a penalty bid might also have an effect on the price of a security to the extent that it were to discourage resales of the security.

Neither the Sponsor nor the Underwriters makes any representation or prediction as to the direction or magnitude of any effect that any of the transactions described above may have on the price of the Underwritten Notes.  In addition, neither the Sponsor nor any of the Underwriters make any representation that the Underwriters will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice.

The Underwritten Notes are new issues of securities and there currently is no secondary market for the Underwritten Notes.  The Underwriters for the Underwritten Notes expect to make a market in the Underwritten Notes but will not be obligated to do so.  There is no assurance that a secondary market for the Underwritten Notes will develop.  If a secondary market for the Underwritten Notes does develop, it might end at any time or it might not be sufficiently liquid to enable you to resell any of your Underwritten Notes.

The Indenture Trustee may, from time to time, invest the funds in the Collection Account and the Reserve Account, at the direction of the Servicer and the Sponsor, in investments acquired from or issued by the Underwriters.

In the ordinary course of business, the Underwriters and their affiliates have engaged and may engage in investment banking and commercial banking transactions with the Servicer and its affiliates.

The Sponsor and the Depositor have agreed to indemnify the Underwriters against certain liabilities, including civil liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments which the Underwriters may be required to make in respect thereof.

It is expected that the delivery of the Underwritten Notes will be made against payment therefor on or about the Closing Date, which is expected to be on or about the sixth Business Day following the date hereof.  Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle within three business days, unless the parties thereto expressly agree otherwise.  Accordingly, purchasers who wish to trade the Underwritten Notes more than three business days prior to the expected delivery date will be required to specify an alternate settlement cycle at the time of any such trade to avoid a failed settlement.

S-86

[The Class [__] Notes (collectively, the “Retained Notes”) are offered by this prospectus supplement and the accompanying prospectus but will not be sold to the Underwriters under the underwriting agreement on the Closing Date.  The Retained Notes will be retained by TAFR LLC or its affiliate on the Closing Date. The Retained Notes may be sold by the Depositor or its affiliate directly, including through TFSS USA acting as placement agent, on or after the Closing Date, or through underwriters after the Closing Date, in each case, in one or more negotiated transactions or otherwise at varying prices to be determined at the time of sale.  Any underwriters or placement agents that participate in the distribution of any class of Retained Notes retained or purchased by the Depositor or an affiliate of the Depositor may be deemed to be “underwriters” within the meaning of the Securities Act and any profit on the sale of those notes by them and any discounts, commissions, concessions or other compensation received by any of them may be deemed to be underwriting discounts and commissions under the Securities Act.    

TFSS USA is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) (formerly known as the National Association of Securities Dealers, Inc., or NASD).  The principal business of TFSS USA is to sell debt securities of its affiliates, including those of TMCC.  TFSS USA is an affiliate of TMCC and may participate as a placement agent in the distribution of the Retained Notes offered pursuant to this prospectus supplement. Rule 2720 of the NASD Conduct Rules imposes certain requirements when a FINRA member such as TFSS USA distributes an affiliated company’s securities.  Any offering of a class of Retained Notes using this prospectus supplement in which TFSS USA participates will be made in compliance with the applicable requirements of Rule 2720.  Subject to the terms and conditions described in an agreement among the Depositor, the Sponsor and TFSS USA, TFSS USA has agreed to act as a placement agent in the offering of the Retained Notes, if requested by the Depositor or an affiliate of the Depositor.]

[Insert the following if the Issuing Entity is permitted to invest in TMCC Demand Notes:

TMCC will sell the TMCC Demand Notes directly on its own behalf to the Issuing Entity.  The Issuing Entity will purchase the TMCC Demand Notes subject to the terms described under “TMCC Demand Notes” in this prospectus supplement and “TMCC Demand Notes” in the accompanying prospectus.  The TMCC Demand Notes will not be offered directly to any investor other than the Issuing Entity.  The Noteholders will be indirect investors in any TMCC Demand Notes held by the Issuing Entity.

Each of the Issuing Entity, the Sponsor, the Depositor, the Underwriters and any other broker-dealer who acts in connection with the sale of the TMCC Demand Notes is an “underwriter” within the meaning of the Securities Act, and any discounts, concessions or commissions received by them and profit on any sale of the TMCC Demand Notes as principal may be deemed to be underwriting discounts, concessions and commissions under the Securities Act.]

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter has represented and agreed with us that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of the Notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Member State at the Relevant Implementation Date, make an offer of the Notes to the public in that Relevant Member State at any time:

(a) to any legal entity which is a “qualified investor” as defined in the Prospectus Directive;

(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive) subject to obtaining the prior consent of such Underwriter; or

S-87

(c) in anyother circumstances which do not require the issuer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For purposes of this provision, (i) the expression an “offer of the Notes to the public” in relation to any notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, (ii) the expression “Prospectus Directive” means Directive 2003/71/EC of the European Parliament and of the council of November 4, 2003 on the prospectus to be published when securities are to be offered to the public or admitted to trading (and amendments thereto, including the 2010 PD Amending Directive to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State, and (iii) the expression “2010 PD Amending Directive” means Directive 2010/73/EU of the European Parliament.

The countries comprising the “European Economic Area” are Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and United Kingdom.

Capital Requirements Directive

Article 122a of the Capital Requirements Directive 2006/48/EC (as amended by Directive 2009/111/EC) (“Article 122a”), as implemented by national legislation or rulemaking in the member states of the European Union (the “EU”) and other countries in the European Economic Area, places certain conditions on investments in asset-backed securities held by credit institutions regulated in those countries and affiliates of those institutions.  Article 122a requires such credit institutions to only invest in asset-backed securities in respect of which the sponsor or originator has disclosed to investors that it will retain a specified minimum net economic interest in the securitization transaction.  Prior to investing in an asset-backed security, the credit institution must also be able to demonstrate that it has a comprehensive and thorough understanding of the securitization transaction and its structural features by satisfying the due diligence requirements and ongoing monitoring obligations of Article 122a.

Other EU Directives will place similar restrictions on investments by other types of EU-regulated investors, including insurance and reinsurance undertakings and certain investment funds and fund managers, though implementing measures have not yet been completed.  When implemented, such restrictions may apply to investments in securities already issued, including the notes.

 None of the Sponsor, the Depositor nor any of their respective affiliates is obligated to retain a material net economic interest in the securitization described in this prospectus supplement and the accompanying prospectus or to provide any additional information that may be required to enable a credit institution to satisfy the due diligence and monitoring requirements of Article 122a or any corresponding rules applicable to EU-regulated investors.

Failure of an EU-regulated credit institution to comply with one or more requirements for an investment in a securitization described in Article 122a in any material respect may result in the imposition of a penalty regulatory capital charge on the securities acquired by that credit institution.  Other EU-regulated investors who fail to comply with corresponding requirements may also be subject to increased capital charges or other sanctions.  In addition, Article 122a or corresponding rules for other investors and any other changes to the regulation or regulatory treatment of asset-backed securities may negatively impact the regulatory position of affected investors and have an adverse impact on the value and liquidity of asset-backed securities such as the notes.  Noteholders should analyze their own regulatory position, and are encouraged to consult with their own investment and legal advisors regarding compliance with Article 122a or other applicable regulations and the suitability of the notes for investment.

S-88

United Kingdom

Each Underwriter has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuing Entity; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

LEGAL OPINIONS

In addition to the legal opinions described in the accompanying prospectus, certain legal matters relating to the Notes and certain federal income tax and other matters will be passed upon for the Issuing Entity by Bingham McCutchen LLP.  Certain legal matters relating to the Notes will be passed upon for the Underwriters by [Mayer Brown LLP].

S-89

INDEX OF TERMS

1992 Master Agreement	S-75
ABS	S-52
ABS Tables	S-52
Adjusted Pool Balance	S-64
Administration Agreement	S-37
Administrator	S-37
Article 122a	S-23, S-88
Available Collections	S-63
Business Day	S-60
Certificate	S-36
Certificateholders	S-36
CFPB	S-23
Class A Notes	S-36
Class A-1 Final Scheduled Payment Date	S-62
Class A-1 Notes	S-36
Class A-2 Final Scheduled Payment Date	S-62
Class A-2 Notes	S-36
Class A-3 Final Scheduled Payment Date	S-62
Class A-3 Notes	S-36
Class A-4 Final Scheduled Payment Date	S-62
Class A-4 Notes	S-36
Class B Final Scheduled Payment Date	S-62
Class B Notes	S-36
Clearstream	A-1
Closing Date	S-41
Code	S-83
Collateralization Event	S-78
Collection Account	S-70
Collection Period	S-63
Controlling Class	S-51
Counterparty Ratings Requirement	S-78
Customary Servicing Practices	S-63
Cutoff Date	S-40
Dealer Recourse	S-37
Defaulted Receivable	S-63
Demand Notes Indenture	S-80
Demand Notes Indenture Trustee	S-80
Depositor	S-36
Determination Date	S-63
Dodd-Frank Act	S-23
Downgrade Event	S-78
DTC	S-62, A-1
Early Termination Date	S-77
eligible institution	S-71
Eligible Investments	S-71
EU	S-88
Euroclear	A-1
European Economic Area	S-88
Event of Default	S-62
FDIC	S-24
Final Scheduled Payment Date	S-62
Financed Vehicles	S-41
Financial Institution	S-79
first priority principal distribution amount	S-14
First Priority Principal Distribution Amount	S-64
First Trigger Event	S-79
FSMA	S-89
Global Notes	A-1
Indenture	S-36
Indenture Trustee	S-36
Interest Period	S-61
Interest Rate	S-60
investment company	S-76
ISDA	S-75
Issuing Entity	S-36
L-T Rating	S-79
Non-U.S. Person	A-4
Noteholders	S-36
notes	S-9
Notes	S-36
Notice Condition	S-79
Obligor	S-37
OLA	S-24
Overcollateralization Target Amount	S-64
Owner Trustee	S-36
Payment Date	S-60
Plan	S-83
Pool Balance	S-64
Pool Factor	S-60
Principal Balance	S-64
Prospectus Directive	S-88
PTCE	S-83
Rating Agency	S-71
receivables	S-11
Receivables	S-36
Receivables Pool	S-40
Receivables Purchase Agreement	S-37
Redemption Price	S-72
regular principal distribution amount	S-15
Regular Principal Distribution Amount	S-64
Regulation	S-83
Relevant Implementation Date	S-87
Relevant Member State	S-87
Replacement Event	S-79
Replacement Transaction	S-79
Required Rate	S-68
Reserve Account	S-66
Retained Notes	S-87
Revolving Liquidity Note	S-36
Revolving Liquidity Note Agreement	S-68
Rule 193 Information	S-47
Sale and Servicing Agreement	S-37
Sample	S-47
Sample Pool	S-47
Scheduled Payments	S-41

S-90

SEC	S-60
second priority principal distribution amount	S-15
Second Priority Principal Distribution Amount	S-64
Second Trigger Event	S-79
Securities	S-37
Securities Act	S-86
Securityholders	S-37
Senior Swap Termination Payment Amount	S-77
Servicer	S-37
Servicer Default	S-72
Servicing Fee	S-75
specified reserve account balance	S-18
Specified Reserve Account Balance	S-66
Sponsor	S-37
S-T Rating	S-79
Subordinate Swap Termination Payment Amount	S-77
Supplemental Servicing Fee	S-63
Swap Agreement	S-76
Swap Event of Default	S-76
Swap Termination	S-77
Swap Termination Event	S-76
Swap Termination Payment	S-77
Swap Termination Payment Amount	S-78
TAFR LLC	S-36
Tax Counsel	S-84
TFSS USA	S-80
TMC	S-28
TMCC	S-23, S-37
TMCC Demand Notes	S-80
TMS	S-28
Transfer and Servicing Agreements	S-69
Trust Agreement	S-36
Trust Estate	S-38
U.S. Person	A-4
Underwriters	S-85
Underwritten Notes	S-85

S-91

ANNEX A

GLOBAL CLEARANCE, SETTLEMENT AND

TAX DOCUMENTATION PROCEDURES

Except in certain limited circumstances, the globally offered Notes (the “Global Notes”) will be available only in book-entry form. Investors in the Global Notes may hold such Global Notes through The Depository Trust Company (“DTC”) or, upon request, Clearstream Banking, société anonyme (“Clearstream”) or Euroclear Bank S.A./N.V, as operator for the Euroclear System (“Euroclear ”) (or their successors or assigns).  The Global Notes will be tradable as home market instruments in both the European and U.S. domestic markets.  Initial settlement and all secondary trades will settle in same-day funds.

Secondary market trading between investors holding Global Notes through Clearstream and Euroclear will be conducted in the ordinary way in accordance with their normal rules and operating procedures and in accordance with conventional eurobond practice (i.e., three calendar day settlement).

Secondary market trading between investors holding Global Notes through DTC will be conducted according to the rules and procedures applicable to U.S. corporate debt obligations and prior asset-backed notes issues.

Secondary cross-market trading between Clearstream or Euroclear and DTC Participants holding Notes will be effected on a delivery-against-payment basis through the respective depositaries of Clearstream and Euroclear (in such capacity) and as DTC Participants.

Non-U.S. Persons (as defined below under “—Certain U.S. Federal Income Tax Documentation Requirements”) holding Global Notes will be subject to U.S. withholding taxes unless those holders meet certain requirements and deliver appropriate U.S. tax documents to the Notes clearing organizations or their participants.

Initial Settlement

All Global Notes will be held in book-entry form by DTC in the name of Cede & Co. as nominee of DTC. Investors’ interests in the Global Notes will be represented through financial institutions acting on their behalf as direct and indirect Participants in DTC. As a result, Clearstream and Euroclear will hold positions on behalf of their participants through their respective depositaries, which in turn will hold the positions in accounts as DTC Participants.

Investors electing to hold their Global Notes through DTC will follow the settlement practice. Investor Notes custody accounts will be credited with their holdings against payment in same-day funds on the settlement date.

Investors electing to hold their Global Notes through Clearstream or Euroclear accounts will follow the settlement procedures applicable to conventional eurobonds, except that there will be no temporary global security and no “lock-up” or restricted period. Global Notes will be credited to Notes custody accounts on the settlement date against payment in same-day funds.

Secondary Market Trading

Since the purchaser determines the place of delivery, it is important to establish at the time of the trade where both the purchaser’s and depositor’s accounts are located to ensure that settlement can be made on the desired value date.

Trading Between DTC Participants.  Secondary market trading between DTC Participants will be settled using the procedures applicable to prior asset-backed notes issues in same-day funds.

A-1

Trading Between Clearstream and/or Euroclear System Participants.  Secondary market trading between Clearstream Participants or Euroclear System Participants will be settled using the procedures applicable to conventional eurobonds in same-day funds.

Trading Between DTC Depositor and Clearstream or Euroclear System Participants.  When Global Notes are to be transferred from the account of a DTC Participant to the account of a Clearstream Participant or a Euroclear System Participant, the purchaser will send instructions to Clearstream or Euroclear through a Clearstream Participant or Euroclear System Participant at least one business day prior to settlement. Clearstream or Euroclear will instruct the respective Depositary, as the case may be, to receive the Global Notes against payment. Payment will include interest accrued on the Global Notes from and including the last coupon payment date to and excluding the settlement date, on the basis of a 360-day year of twelve 30-day months or a 360-day year and the actual number of days in the accrual period, as applicable. For transactions settling on the 31st of the month, payment will include interest accrued to and excluding the first day of the following month. Payment will then be made by the respective Depositary of the DTC Participant’s account against delivery of the Global Notes. After settlement has been completed, the Global Notes will be credited to the respective clearing system and by the clearing system, in accordance with its usual procedures, to the Clearstream Participant’s or Euroclear System Participant’s account. The Notes credit will appear the next day (European time) and the cash debt will be back-valued to, and the interest on the Global Notes will accrue from, the value date (which would be the preceding day when settlement occurred in New York). If settlement is not completed on the intended value date (i.e., the trade fails), the Clearstream or Euroclear System cash debt will be valued instead as of the actual settlement date.

Clearstream Participants and Euroclear System Participants will need to make available to the respective clearing systems the funds necessary to process same-day funds settlement. The most direct means of doing so is to preposition funds for settlement, either from cash on hand or existing lines of credit, as they would for any settlement occurring within Clearstream or Euroclear. Under this approach, they may take on credit exposure to Clearstream or Euroclear until the Global Notes are credited to their accounts one day later.

As an alternative, if Clearstream or Euroclear has extended a line of credit to them, Clearstream Participants or Euroclear System Participants can elect not to preposition funds and allow that credit line to be drawn upon to finance settlement. Under this procedure, Clearstream Participants or Euroclear System Participants purchasing Global Notes would incur overdraft charges for one day, assuming they cleared the overdraft when the Global Notes were credited to their accounts. However, interest on the Global Notes would accrue from the value date. Therefore, in many cases the investment income on the Global Notes earned during that one-day period may substantially reduce or offset the amount of such overdraft charges, although this result will depend on each Clearstream Participant’s or Euroclear System Participant’s particular cost of funds.

Since the settlement is taking place during New York business hours, DTC Participants can employ their usual procedures for sending Global Notes to the respective European Depositary for the benefit of Clearstream Participants or Euroclear System Participants. The sale proceeds will be available to the DTC depositor on the settlement date. Thus, to the DTC Participants a cross-market transaction will settle no differently than a trade between two DTC Participants.

Trading Between Clearstream or Euroclear System Depositor and DTC Purchaser.  Due to time zone differences in their favor, Clearstream Participants and Euroclear System Participants may employ their customary procedures for transactions in which Global Notes are to be transferred by the respective clearing system, through the respective Depositary, to a DTC Participant. The Depositor will send instructions to Clearstream or Euroclear through a Clearstream Participant or Euroclear System Participant at least one business day prior to settlement. In these cases, Clearstream or Euroclear will instruct the Relevant Depositary, as appropriate, to deliver the Global Notes to the DTC Participant’s account against payment. Payment will include interest accrued on the Global Notes from and including the last coupon payment to and excluding the settlement date on the basis of a 360-day year of twelve 30-day months or a 360-day year and the actual number of days in the accrual period, as applicable. For transactions settling on the 31st of the month, payment will include interest accrued to and excluding the first day of the following month. The payment will then be reflected in the account of the Clearstream Participant or Euroclear System Participant the following day, and receipt of the cash proceeds in the Clearstream Participant’s or Euroclear System Participant’s account would be back-valued to the value date (which would be the

A-2

preceding day, when settlement occurred in New York). Should the Clearstream Participant or Euroclear System Participant have a line of credit with its respective clearing system and elect to be in debt in anticipation of receipt of the sale proceeds in its account, the back valuation will extinguish any overdraft incurred over that one-day period. If settlement is not completed on the intended value date (i.e., the trade fails), receipt of the cash proceeds in the Clearstream Participant’s or Euroclear System Participant’s account would instead be valued as of the actual settlement date.

Finally, day traders that use Clearstream or Euroclear and that purchase Global Notes from DTC Participants for delivery to Clearstream Participants or Euroclear System Participants should note that these trades would automatically fail on the sale side unless affirmative action were taken. At least three techniques should be readily available to eliminate this potential problem:

(a)           borrowing through Clearstream or Euroclear for one day (until the purchase side of the day trade is reflected in their Clearstream or Euroclear System accounts) in accordance with the clearing system’s customary procedures;

(b)           borrowing the Global Notes in the U.S. from a DTC Participant no later than one day prior to settlement, which would give the Global Notes sufficient time to be reflected in their Clearstream or Euroclear System account in order to settle the sale side of the trade; or

(c)           staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from the DTC Participant is at least one day prior to the value date for the sale to the Clearstream Participant or Euroclear System Participant.

Certain U.S. Federal Income Tax Documentation Requirements

A beneficial owner of Global Notes holding Notes through Clearstream Banking Luxembourg or Euroclear (or through DTC if the holder has an address outside the U.S.) will be subject to the 30% U.S. withholding tax that generally applies to payments of interest (including original issue discount) on registered debt issued by U.S. Persons, unless (i) each clearing system, bank or other financial institution that holds customers’ Notes in the ordinary course of its trade or business in the chain of intermediaries between such beneficial owner and the U.S. entity required to withhold tax complies with applicable certification requirements and (ii) such beneficial owner takes one of the following steps to obtain an exemption or reduced tax rate:

Exemption for Non-U.S. Persons (Form W-8BEN).  Beneficial owners of Global Notes that are Non-U.S. Persons generally can obtain a complete exemption from the withholding tax by filing a signed Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding).

Exemption for Non-U.S. Persons with Effectively Connected Income (Form W-8ECI).  A non-U.S. Person, including a non-U.S. corporation or bank with a U.S. branch, for which the interest income is effectively connected with its conduct of a trade or business in the United States, generally can obtain an exemption from the withholding tax by filing Form W-8ECI (Certificate of Foreign Person’s Claim For Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States).

Exemption or Reduced Rate for Non-U.S. Persons Resident in Treaty Countries (Form W-8BEN).  Non-U.S. Persons residing in a country that has a tax treaty with the United States can obtain an exemption or reduced tax rate (depending on the treaty terms) by filing Form W-8BEN (claiming treaty benefits). Form W-8BEN may be filed by the beneficial owners or their agents.

Exemption for U.S. Persons (Form W-9).  U.S. Persons can obtain a complete exemption from the withholding tax by filing Form W-9 (Payer’s Request for Taxpayer Identification Number and Certification).

The Certificate Owner of a Global Security or his agent, files by submitting the appropriate form to the person through whom it holds (the clearing agency, in the case of persons holding directly on the books of the clearing agency).

A-3

A Form W-8BEN on which the beneficial owner of a Global Security provides a U.S. taxpayer identification number generally remains in effect until a change in circumstances causes any of the information on the form to be incorrect, provided the withholding agent reports on to the IRS at least one payment annually to such beneficial owner. A Form W-8ECI (and a Form W-8BEN on which a U.S. taxpayer identification number is not provided) generally remains in effect for a period beginning on the date the form is signed and ending on the last day of the third succeeding calendar year, absent a change in circumstances causing any information on the form to be incorrect. If the information shown on a Form W-8BEN or Form W-8ECI changes, a new form must be filed within 30 days of the change.

As used in the foregoing discussion, the term “U.S. Person” means (i) a citizen or resident of the United States who is a natural person, (ii) a corporation or partnership (or an entity treated as a corporation or partnership) organized in or under the laws of the United States or any state thereof, including the District of Columbia (unless, in the case of a partnership, Treasury Regulations are adopted that provide otherwise), (iii) an estate, the income of which is subject to United States Federal income taxation, regardless of its source or (iv) a trust, if a court within the United States is able to exercise primary supervision over the administration of the Issuing Entity and one or more United States persons (as such term is defined in the Code and Treasury Regulations) have the authority to control all substantial decisions of the Issuing Entity. Notwithstanding the preceding sentence, to the extent provided in Treasury Regulations, certain trusts in existence prior to August 20, 1996 that are eligible to elect and have made a valid election to be treated as United States persons (despite not satisfying the requirements in clause (iv) above) shall also be U.S. Persons. The term “Non-U.S. Person” means any person who is not a U.S. Person. This summary does not deal with all aspects of U.S. federal income tax withholding that may be relevant to foreign holders of Global Notes. Investors are advised to consult their tax advisors for specific tax advice concerning their holding and disposing of Global Notes.

A-4

ANNEX B

STATIC POOL INFORMATION

Original Summary Characteristics by Vintage Origination Year:	2007	2008	2009
Number of Pool Assets	1,070,814	1,070,411	824,133
Original Pool Balance	$23,723,872,435.23	$23,938,411,965.05	$17,974,710,304.57
Average Initial Loan Balance	$22,154.99	$22,363.76	$21,810.45
Weighted Average Interest Rate	7.64%	6.03%	5.69%
Weighted Average Original Term	62 months	63 months	62 months
Weighted Average FICO®	708	723	737
Minimum FICO®	334	346	375
Maximum FICO®	900	888	900
Geographic Distribution of Receivables representing the 5 states with the greatest aggregate original principal balance:
	CA - 22.9%	CA - 20.7%	CA - 18.9%
	TX - 11.0%	TX - 12.0%	TX - 12.1%
	NY - 5.1%	NY - 4.8%	NY - 5.4%
	NJ - 4.8%	NJ - 4.5%	NJ - 5.2%
	VA - 4.3%	IL - 4.3%	IL - 4.3%
Distribution of Receivables by Contract Rate:
Less than 2.0%	11.27%	15.95%	17.10%
2.0%-3.99%	8.86%	14.73%	17.89%
4.0%-5.99%	11.59%	20.40%	21.19%
6.0%-7.99%	31.82%	26.23%	23.92%
8.0%-9.99%	18.20%	12.61%	11.34%
10.0%-11.99%	6.00%	3.71%	3.55%
12.0%-13.99%	2.54%	2.07%	1.74%
14.0%-15.99%	2.35%	1.31%	0.97%
16.0% and greater	7.37%	2.99%	2.29%
Total	100.00%	100.00%	100.00%
Share of Original Assets:
Percentage of Non-Toyota/Non-Lexus	7.17%	6.06%	4.75%
Percentage of 72+ Month Term	7.70%	20.58%	15.07%
Percentage of Used Vehicles	23.37%	25.38%	29.46%

B-1

Original Summary Characteristics by Vintage Origination Year:	2010	2011
Number of Pool Assets	956,010	911,545
Original Pool Balance	$21,924,552,881.26	$21,608,462,287.12
Average Initial Loan Balance	$22,933.39	$23,705.00
Weighted Average Interest Rate	3.91%	3.76%
Weighted Average Original Term	62 months	63 months
Weighted Average FICO®	738	735
Minimum FICO®	389	396
Maximum FICO®	889	886
Geographic Distribution of Receivables representing the 5 states with the greatest aggregate original principal balance:
	CA - 18.0%	CA - 18.9%
	TX - 13.1%	TX - 12.6%
	NY - 5.2%	NY - 5.4%
	NJ - 4.7%	NJ - 4.9%
	VA - 4.5%	IL - 4.1%
Distribution of Receivables by Contract Rate:
Less than 2.0%	35.19%	30.31%
2.0%-3.99%	22.79%	35.92%
4.0%-5.99%	19.26%	17.52%
6.0%-7.99%	13.63%	8.51%
8.0%-9.99%	4.10%	3.17%
10.0%-11.99%	1.75%	1.59%
12.0%-13.99%	0.86%	0.67%
14.0%-15.99%	0.65%	0.63%
16.0% and greater	1.78%	1.68%
Total	100.00%	100.00%
Share of Original Assets:
Percentage of Non-Toyota/Non-Lexus	4.92%	4.40%
Percentage of 72+ Month Term	9.76%	10.50%
Percentage of Used Vehicles	30.63%	31.50%

B-2

VINTAGE YEAR: 2007

Month	Ending Pool Balance ($)	Delinquencies ($)(1)
		30-59 Days	60-89 Days	90-119 Days	120-149 Days	150+ Days
1	19,496,699,413	332,789,398	117,685,226	63,597,702	39,978,156	31,540,667
2	18,912,471,546	308,692,816	106,215,161	62,412,190	41,943,735	35,597,619
3	18,293,520,908	308,404,137	104,876,204	58,347,943	37,698,591	37,334,800
4	17,691,959,919	337,476,862	106,961,583	57,643,402	34,746,457	37,478,183
5	17,106,251,339	339,356,866	111,566,593	56,537,820	33,233,650	36,193,039
6	16,545,706,227	352,803,529	116,751,397	59,341,959	31,980,851	32,978,938
7	15,993,599,791	354,522,679	116,166,699	63,807,839	33,037,202	32,396,099
8	15,493,905,216	378,757,447	120,354,625	63,387,191	38,733,375	34,351,732
9	14,990,256,056	396,815,185	128,934,431	61,797,908	37,907,162	39,377,771
10	14,501,676,178	370,399,011	123,695,616	66,747,285	41,398,825	46,143,687
11	14,079,489,357	429,537,797	139,807,289	67,428,181	46,579,151	56,535,999
12	13,624,309,606	432,021,906	137,591,780	69,676,777	46,592,452	63,882,783
13	13,158,912,946	391,760,592	133,354,705	68,952,622	45,566,392	66,975,915
14	12,711,826,320	357,742,591	113,397,742	61,996,424	45,122,788	67,691,798
15	12,213,471,016	307,647,773	89,662,811	48,739,659	36,401,543	63,192,802
16	11,755,240,005	315,387,319	88,670,388	42,307,955	28,131,848	60,608,059
17	11,330,998,496	332,448,755	98,078,931	41,963,355	24,047,478	52,736,642
18	10,883,242,852	309,685,286	98,198,801	43,782,497	23,946,301	39,969,864
19	10,456,690,007	299,243,523	90,776,330	45,297,320	24,864,588	36,153,439
20	10,056,153,948	296,460,386	88,171,544	44,529,465	26,471,961	35,758,435
21	9,656,791,175	301,104,921	85,255,634	42,883,034	24,820,165	36,526,068
22	9,259,907,246	302,269,025	82,222,306	39,335,325	25,117,434	34,455,018
23	8,882,802,856	320,806,801	87,014,431	39,174,175	22,776,346	34,799,364
24	8,502,823,870	334,717,807	95,112,768	39,824,083	22,107,818	34,007,963
25	8,142,503,734	316,477,630	91,367,190	43,651,802	23,915,221	34,121,779
26	7,786,313,960	285,379,412	77,748,404	38,014,311	27,051,028	36,900,592
27	7,346,743,277	225,749,006	56,418,036	27,686,041	20,048,563	34,260,964
28	6,965,237,436	219,855,177	50,517,846	23,571,803	15,131,511	30,948,760
29	6,632,803,025	245,160,863	56,943,439	22,424,487	13,562,823	28,096,092
30	6,288,342,505	236,867,398	56,513,440	24,804,310	11,816,714	24,742,936
31	5,967,559,269	224,144,645	56,763,587	24,474,928	14,611,100	23,945,621
32	5,647,455,836	218,271,818	54,730,139	24,995,717	13,646,455	24,335,142
33	5,347,027,999	220,089,000	52,415,639	24,220,825	14,375,999	24,940,909
34	5,057,535,436	205,969,881	53,330,656	21,962,517	13,801,610	24,738,907
35	4,771,623,745	195,907,562	49,795,466	20,871,509	12,885,665	23,219,761
36	4,495,440,211	193,684,502	46,297,524	22,127,335	12,263,507	22,356,562
37	4,230,274,537	178,019,611	42,786,323	19,453,977	12,750,876	23,000,059
38	3,973,083,485	156,665,506	36,158,013	16,990,512	11,742,361	23,020,572
39	3,689,388,176	125,793,003	27,354,050	11,406,023	8,046,730	21,526,281
40	3,444,943,889	130,452,854	27,436,450	10,757,933	6,221,847	18,945,795
41	3,206,706,883	132,972,049	28,289,481	10,147,511	5,643,963	17,377,407
42	2,981,464,146	129,887,051	31,578,120	11,315,918	5,548,988	16,488,577
43	2,772,125,047	133,798,617	32,272,257	12,432,484	6,820,398	15,974,928
44	2,554,960,600	121,996,928	29,933,585	10,930,153	6,693,507	14,929,106
45	2,355,225,400	116,236,617	25,900,201	11,554,686	6,270,686	13,769,156
46	2,162,565,924	105,642,944	24,216,574	9,570,739	6,895,444	12,591,340
47	1,985,099,096	106,807,475	24,399,824	9,495,869	5,376,005	12,797,492
48	1,812,028,291	102,745,970	24,312,298	9,571,706	5,327,609	11,275,188
49	1,640,716,801	89,557,114	22,452,731	8,927,293	5,803,473	10,510,135
50	1,473,518,607	75,078,497	15,762,389	6,419,005	4,400,364	9,605,855
51	1,311,504,467	60,236,146	11,543,657	4,165,827	3,295,411	7,675,972
52	1,173,972,029	60,568,412	12,083,728	3,742,596	2,382,036	6,643,338
53	1,048,586,767	61,358,555	12,458,031	4,362,117	1,881,525	5,288,820
54	934,221,358	59,014,399	12,402,529	4,592,679	2,411,404	4,836,149
55	827,586,422	53,805,610	11,837,322	4,407,872	2,741,171	4,981,355
56	732,172,149	48,192,859	11,322,198	4,106,508	2,314,981	4,653,014
57	656,107,511	49,930,705	12,318,345	4,278,270	2,651,720	5,107,324
58	578,718,491	43,719,474	10,011,375	3,836,030	2,406,888	5,140,900
59	514,759,072	40,926,420	10,370,911	3,486,363	2,406,184	5,154,977
60	457,853,975	39,972,225	9,355,648	3,715,713	2,045,593	5,298,706

___________________________________________________________

(1) The period of delinquency is based on the number of days payments are contractually past due.  A payment is deemed to be past due if less than 90% of such payment is made.

B-3

VINTAGE YEAR: 2008

Month	Ending Pool Balance ($)	Delinquencies ($)(1)
		30-59 Days	60-89 Days	90-119 Days	120-149 Days	150+ Days
1	19,941,677,093	262,516,272	87,942,924	47,611,595	29,263,179	32,540,310
2	19,438,034,790	256,696,511	83,101,748	47,884,446	32,165,327	37,699,579
3	18,874,820,959	228,225,838	72,170,767	42,142,737	29,337,097	38,760,230
4	18,346,161,456	242,115,358	74,842,313	39,293,480	25,760,273	42,601,448
5	17,847,701,933	265,654,786	83,149,095	39,111,923	21,969,949	41,430,529
6	17,312,223,681	258,553,145	81,757,828	41,963,667	21,130,082	32,846,725
7	16,797,780,593	253,787,514	78,108,363	44,198,005	24,593,867	30,946,304
8	16,310,808,520	263,988,736	80,248,028	40,877,222	25,681,321	32,388,067
9	15,817,678,455	273,254,704	80,268,093	42,150,563	23,621,303	32,496,553
10	15,318,200,311	280,663,255	76,366,795	42,314,530	23,692,648	32,047,872
11	14,838,032,184	302,138,771	84,858,231	40,517,687	24,208,632	32,897,076
12	14,352,978,569	316,776,183	92,066,244	43,328,570	22,414,576	34,493,528
13	13,890,421,506	312,236,725	92,879,107	47,173,166	26,028,390	35,316,909
14	13,421,823,601	294,787,085	80,098,365	43,291,168	30,399,656	39,969,471
15	12,829,272,847	232,318,478	60,902,356	32,877,280	23,586,437	37,085,496
16	12,312,142,843	226,846,469	56,070,324	28,061,849	18,360,261	34,837,966
17	11,861,323,416	257,791,082	63,631,989	28,019,747	16,297,001	33,682,782
18	11,378,866,597	256,827,636	62,960,893	30,858,754	14,400,257	29,504,543
19	10,921,677,439	244,538,354	65,128,033	31,244,076	18,041,542	28,473,717
20	10,457,643,594	238,438,955	60,979,041	30,853,641	17,660,493	28,420,924
21	10,014,522,509	242,409,476	60,947,257	29,861,542	18,127,402	29,491,480
22	9,590,958,550	237,700,807	60,946,367	28,837,883	17,677,828	29,448,300
23	9,162,639,809	235,382,758	59,572,473	27,345,281	16,405,547	28,112,356
24	8,742,619,180	231,709,630	58,741,009	28,467,100	16,063,339	26,445,443
25	8,334,163,905	211,908,072	54,376,200	28,812,564	16,705,537	25,825,214
26	7,942,794,960	189,892,383	45,866,537	24,186,313	16,055,567	26,768,436
27	7,498,913,061	148,527,046	34,330,364	17,701,916	11,967,497	23,543,366
28	7,112,756,983	156,119,660	33,549,262	15,001,320	9,584,844	21,778,769
29	6,737,964,974	159,634,146	35,820,421	14,578,675	8,419,860	19,721,236
30	6,380,641,175	162,451,794	38,602,174	16,190,318	8,503,026	19,782,973
31	6,048,708,200	167,667,859	40,716,114	17,926,915	9,857,000	19,834,699
32	5,707,195,203	154,996,752	37,454,561	17,419,503	9,934,875	19,938,150
33	5,390,040,918	150,865,474	34,457,559	15,859,594	10,273,480	18,805,072
34	5,081,531,068	142,906,579	32,417,457	14,934,202	9,648,953	18,562,885
35	4,792,956,166	145,718,694	33,845,518	14,198,399	8,285,323	18,436,503
36	4,514,988,413	142,748,443	34,017,789	14,820,835	8,447,725	16,963,779
37	4,240,521,012	130,257,906	30,319,581	14,049,080	8,777,538	16,521,242
38	3,972,808,203	109,085,309	23,872,617	10,260,587	7,013,751	15,208,187
39	3,696,800,595	91,065,746	18,404,033	8,323,617	4,948,355	12,931,048
40	3,445,468,706	92,719,425	17,820,474	7,715,523	4,783,443	11,042,676
41	3,205,199,170	94,961,777	19,220,362	6,838,464	4,258,181	9,332,137
42	2,978,337,324	95,212,385	19,880,845	7,765,295	3,613,500	8,810,231
43	2,756,522,223	88,790,990	19,494,356	8,344,505	3,990,200	9,183,408
44	2,539,588,592	81,867,977	17,397,561	7,505,993	4,174,510	8,281,631
45	2,351,166,014	91,731,371	19,687,418	7,374,322	4,418,693	8,688,718
46	2,149,483,850	81,200,362	17,549,688	7,083,120	3,744,542	8,260,788
47	1,969,553,101	78,952,985	16,998,683	7,090,616	4,466,240	8,429,744
48	1,797,006,730	77,677,869	17,415,362	7,087,192	4,608,645	8,864,718

___________________________________________________________

(1) The period of delinquency is based on the number of days payments are contractually past due.  A payment is deemed to be past due if less than 90% of such payment is made.

B-4

VINTAGE YEAR: 2009

Month	Ending Pool Balance ($)	Delinquencies ($)(1)
		30-59 Days	60-89 Days	90-119 Days	120-149 Days	150+ Days
1	15,208,110,063	121,151,455	31,114,454	15,628,121	7,313,379	6,286,035
2	14,821,625,143	124,861,408	32,154,647	16,505,408	10,160,717	8,829,909
3	14,337,020,329	101,056,009	26,820,032	15,205,688	8,835,592	9,547,314
4	13,912,980,903	101,684,497	26,736,542	13,421,447	8,394,229	9,604,919
5	13,528,686,180	124,634,057	29,004,862	14,464,625	7,981,980	9,802,166
6	13,117,051,821	125,499,395	31,709,887	14,326,847	7,122,942	9,747,641
7	12,726,094,457	128,778,546	32,432,609	16,143,078	8,449,092	10,595,074
8	12,324,340,419	127,303,550	34,324,780	16,681,003	9,150,089	11,394,978
9	11,936,254,639	137,193,702	32,485,331	18,285,157	10,176,920	11,955,472
10	11,560,280,612	135,645,706	36,687,988	15,431,304	11,419,305	12,636,962
11	11,179,209,348	140,710,952	34,945,953	18,406,190	8,361,733	14,325,255
12	10,798,826,192	141,841,114	37,451,935	18,405,641	10,680,717	13,249,238
13	10,425,094,315	132,822,636	35,441,120	18,533,726	10,834,929	14,236,485
14	10,059,514,568	123,621,227	29,327,432	16,740,726	10,506,522	15,112,001
15	9,641,355,403	95,691,288	23,943,945	12,928,358	8,849,600	13,894,663
16	9,264,637,323	104,601,456	22,614,067	10,916,170	7,455,371	13,840,653
17	8,892,244,913	110,220,416	25,147,740	10,740,766	5,665,216	12,288,328
18	8,529,818,560	115,070,454	27,740,883	11,382,613	6,017,353	11,179,464
19	8,185,690,540	119,369,710	30,154,202	12,980,103	6,996,908	11,888,696
20	7,822,242,558	110,709,991	27,261,257	13,292,044	6,915,791	12,325,249
21	7,486,514,925	112,336,189	25,906,998	12,339,478	7,963,882	12,223,202
22	7,156,909,139	103,899,370	25,162,165	11,895,844	7,255,785	12,678,768
23	6,841,849,310	108,186,055	24,568,132	12,039,054	7,554,431	12,341,224
24	6,531,293,217	110,340,738	25,100,582	11,356,397	7,162,133	12,421,630
25	6,217,423,101	100,278,409	23,960,111	11,212,817	6,466,366	11,946,683
26	5,917,588,500	84,132,770	19,053,486	9,077,045	6,317,339	10,481,212
27	5,601,394,636	69,909,830	14,252,069	7,283,829	5,159,525	9,224,206
28	5,308,175,504	72,018,649	14,503,248	6,102,573	4,535,994	8,321,996
29	5,022,851,661	77,702,558	15,167,674	6,656,414	3,225,896	7,197,019
30	4,750,899,830	76,667,111	16,636,267	6,733,492	3,904,335	6,775,040
31	4,482,866,958	73,572,529	15,806,708	7,506,658	4,014,948	6,784,410
32	4,221,475,628	67,486,022	15,271,810	6,850,342	3,907,412	6,341,369
33	3,996,418,487	81,439,779	16,028,000	7,082,994	4,058,236	6,396,788
34	3,754,785,741	71,767,990	16,167,567	6,303,702	3,873,958	6,064,958
35	3,539,630,900	73,182,180	16,586,840	7,310,232	3,859,338	6,463,737
36	3,331,260,416	73,384,929	16,281,224	7,321,625	5,107,026	6,934,229

___________________________________________________________

(1) The period of delinquency is based on the number of days payments are contractually past due.  A payment is deemed to be past due if less than 90% of such payment is made.

B-5

VINTAGE YEAR: 2010

Month	Ending Pool Balance ($)	Delinquencies ($)(1)
		30-59 Days	60-89 Days	90-119 Days	120-149 Days	150+ Days
1	18,401,710,561	101,333,918	28,110,100	12,781,561	6,637,532	5,359,822
2	17,927,470,220	100,652,760	23,345,895	14,925,746	7,413,829	6,995,904
3	17,383,071,013	83,778,765	20,651,182	11,002,918	7,540,433	6,246,853
4	16,887,038,052	97,375,025	21,243,597	10,960,786	5,751,424	7,924,721
5	16,382,209,964	108,332,570	24,866,422	11,244,300	5,956,507	7,360,724
6	15,886,407,713	118,345,635	28,956,779	12,644,465	6,063,986	7,765,347
7	15,404,900,478	131,027,937	30,118,580	15,328,345	7,585,958	8,571,066
8	14,893,490,397	128,587,720	29,763,976	15,217,084	8,749,213	9,544,940
9	14,411,236,040	128,285,893	29,373,062	15,296,949	9,198,350	10,694,505
10	13,934,213,591	124,755,237	30,032,357	15,217,511	9,841,705	11,337,610
11	13,472,973,260	131,687,836	32,098,994	15,114,405	9,366,087	12,206,892
12	13,010,043,523	133,722,591	32,784,797	16,167,404	9,175,720	12,669,575
13	12,535,916,464	131,532,888	30,720,591	16,354,631	10,420,489	12,160,293
14	12,072,915,122	108,534,385	25,755,398	13,503,280	8,972,029	12,095,977
15	11,579,328,529	91,208,317	20,094,727	10,823,609	7,407,085	10,284,222
16	11,107,063,142	98,994,052	20,323,119	9,702,860	6,460,840	9,735,850
17	10,641,506,487	103,649,139	22,939,385	10,024,540	5,737,744	9,282,665
18	10,189,961,542	107,755,820	24,544,891	11,090,254	5,710,463	8,536,308
19	9,747,657,441	103,574,237	24,513,736	11,935,833	7,027,688	8,972,744
20	9,302,744,669	98,557,916	21,794,051	11,026,226	7,124,752	8,858,780
21	8,911,539,906	121,115,616	25,242,581	10,748,905	6,940,260	9,419,606
22	8,490,738,297	106,859,093	24,056,363	10,804,930	5,611,159	9,199,591
23	8,108,032,408	108,139,176	24,325,462	11,550,247	6,689,786	9,093,130
24	7,731,686,704	110,369,957	24,618,349	11,932,234	7,932,914	10,296,470

___________________________________________________________

(1) The period of delinquency is based on the number of days payments are contractually past due.  A payment is deemed to be past due if less than 90% of such payment is made.

B-6

VINTAGE YEAR: 2011

Month	Ending Pool Balance ($)	Delinquencies ($)(1)
		30-59 Days	60-89 Days	90-119 Days	120-149 Days	150+ Days
1	17,986,308,394	102,257,497	25,396,474	12,708,797	7,271,206	5,983,561
2	17,494,440,605	88,700,321	22,066,578	12,166,958	7,476,640	6,763,274
3	16,965,238,247	78,992,307	19,734,165	11,399,331	6,965,862	7,324,544
4	16,453,786,187	89,194,086	20,814,489	11,619,901	7,065,517	7,989,465
5	15,946,194,711	102,892,621	23,915,160	11,699,183	7,000,790	8,190,548
6	15,450,153,913	109,592,538	26,503,082	14,073,087	6,748,643	8,183,917
7	14,952,672,448	110,616,027	27,126,021	14,363,558	9,071,520	8,850,180
8	14,450,523,721	109,722,329	27,047,921	14,126,627	8,127,988	9,122,703
9	14,004,090,185	134,872,718	31,056,947	15,426,624	9,471,926	9,995,454
10	13,514,464,669	129,698,475	31,175,285	15,821,782	9,476,286	10,298,745
11	13,061,291,820	131,521,093	33,365,632	16,581,343	10,771,928	11,586,434
12	12,604,292,927	136,005,157	34,123,020	17,444,562	11,815,892	13,866,815

___________________________________________________________

(1) The period of delinquency is based on the number of days payments are contractually past due.  A payment is deemed to be past due if less than 90% of such payment is made.

B-7

	Prepayment Speeds(1)
Month	2007 Vintage	2008 Vintage	2009 Vintage	2010 Vintage	2011 Vintage
1	-	-	-	-	-
2	1.42%	0.96%	0.96%	0.91%	1.07%
3	1.60%	1.25%	1.54%	1.27%	1.28%
4	1.57%	1.12%	1.24%	1.07%	1.23%
5	1.53%	1.01%	1.04%	1.15%	1.25%
6	1.46%	1.20%	1.23%	1.12%	1.22%
7	1.46%	1.14%	1.14%	1.08%	1.27%
8	1.26%	1.03%	1.23%	1.25%	1.32%
9	1.30%	1.09%	1.22%	1.15%	1.08%
10	1.26%	1.14%	1.18%	1.20%	1.33%
11	1.00%	1.08%	1.24%	1.16%	1.19%
12	1.19%	1.13%	1.27%	1.20%	1.24%
13	1.26%	1.10%	1.25%	1.29%
14	1.21%	1.16%	1.23%	1.28%
15	1.46%	1.68%	1.55%	1.45%
16	1.33%	1.45%	1.37%	1.40%
17	1.20%	1.20%	1.39%	1.41%
18	1.34%	1.35%	1.37%	1.39%
19	1.28%	1.28%	1.30%	1.39%
20	1.19%	1.35%	1.44%	1.44%
21	1.24%	1.34%	1.38%	1.23%
22	1.26%	1.29%	1.38%	1.41%
23	1.20%	1.35%	1.33%	1.27%
24	1.25%	1.35%	1.33%	1.31%
25	1.18%	1.32%	1.38%
26	1.19%	1.33%	1.34%
27	1.58%	1.57%	1.47%
28	1.45%	1.40%	1.44%
29	1.24%	1.39%	1.43%
30	1.33%	1.35%	1.40%
31	1.26%	1.26%	1.39%
32	1.29%	1.38%	1.40%
33	1.23%	1.31%	1.21%
34	1.20%	1.31%	1.36%
35	1.27%	1.25%	1.27%
36	1.24%	1.22%	1.27%
37	1.22%	1.24%
38	1.21%	1.29%
39	1.38%	1.37%
40	1.29%	1.29%
41	1.29%	1.28%
42	1.25%	1.28%
43	1.19%	1.29%
44	1.28%	1.31%
45	1.28%	1.18%
46	1.28%	1.34%
47	1.21%	1.26%
48	1.28%	1.26%
49	1.31%
50	1.36%
51	1.38%
52	1.34%
53	1.29%
54	1.31%
55	1.28%
56	1.23%
57	1.11%
58	1.18%
59	1.10%
60	0.98%

___________________________________________________________

(1) The ABS Speed is a measurement of the non-scheduled amortization of the pool of receivables and is derived by calculating a monthly single month mortality rate, or SMM.  The SMM is the ratio of the prepayment amount divided by the beginning of month pool balance less the calculated scheduled principal amount.  The prepayment amount is calculated as the excess of (i) the monthly change in the reported receivables balance minus (ii) the calculated scheduled payment.  The scheduled principal is calculated based on the weighted average remaining term and weighted average APR of the receivables assuming the receivables have been aggregated into one loan. The SMM is expressed as an ABS Speed by dividing (a) the product of one hundred and the SMM by (b) the sum of (i) one hundred and (ii) the SMM multiplied by the age of the pool, in months, minus one.  ABS speeds were not available for month 1 since beginning of month pool balances were not available for that month.

B-8

	Cumulative Net Losses(1)
Month	2007 Vintage	2008 Vintage	2009 Vintage	2010 Vintage	2011 Vintage
1	0.35%	0.28%	0.11%	0.10%	0.07%
2	0.46%	0.37%	0.14%	0.12%	0.09%
3	0.58%	0.46%	0.18%	0.15%	0.12%
4	0.71%	0.55%	0.23%	0.17%	0.14%
5	0.83%	0.65%	0.27%	0.19%	0.16%
6	0.98%	0.76%	0.31%	0.21%	0.18%
7	1.11%	0.84%	0.34%	0.23%	0.20%
8	1.23%	0.91%	0.38%	0.25%	0.23%
9	1.33%	0.99%	0.42%	0.27%	0.26%
10	1.44%	1.08%	0.45%	0.29%	0.28%
11	1.52%	1.16%	0.49%	0.31%	0.30%
12	1.66%	1.25%	0.52%	0.34%	0.33%
13	1.81%	1.33%	0.56%	0.36%
14	1.96%	1.40%	0.59%	0.38%
15	2.09%	1.48%	0.63%	0.41%
16	2.21%	1.57%	0.66%	0.42%
17	2.33%	1.63%	0.68%	0.44%
18	2.45%	1.70%	0.69%	0.46%
19	2.53%	1.75%	0.71%	0.47%
20	2.60%	1.80%	0.72%	0.48%
21	2.68%	1.85%	0.74%	0.50%
22	2.77%	1.90%	0.76%	0.51%
23	2.85%	1.95%	0.78%	0.53%
24	2.94%	2.00%	0.80%	0.54%
25	3.02%	2.04%	0.81%
26	3.08%	2.08%	0.83%
27	3.16%	2.12%	0.85%
28	3.23%	2.15%	0.86%
29	3.28%	2.17%	0.87%
30	3.33%	2.18%	0.88%
31	3.37%	2.20%	0.88%
32	3.41%	2.21%	0.89%
33	3.45%	2.23%	0.90%
34	3.49%	2.25%	0.91%
35	3.52%	2.27%	0.92%
36	3.56%	2.28%	0.92%
37	3.58%	2.30%
38	3.61%	2.31%
39	3.64%	2.32%
40	3.65%	2.33%
41	3.66%	2.34%
42	3.67%	2.35%
43	3.68%	2.35%
44	3.69%	2.36%
45	3.70%	2.37%
46	3.71%	2.37%
47	3.71%	2.38%
48	3.73%	2.38%
49	3.73%
50	3.74%
51	3.75%
52	3.75%
53	3.75%
54	3.75%
55	3.75%
56	3.76%
57	3.76%
58	3.76%
59	3.76%
60	3.77%

___________________________________________________________

(1)    The monthly net cumulative loss percent is the cumulative net dollars charged off, which is the net remaining principal balance, including earned but not yet received finance charges, repossession expenses and unpaid extension fees, less any proceeds from the liquidation of the related vehicle and any subsequent post-charge off recoveries, divided by the original pool balance of the receivables.

B-9

Original Summary Characteristics by Prior Securitization:	TAOT 2010-A	TAOT 2010-B	TAOT 2010-C
Number of Pool Assets	105,045	146,003	104,874
Original Pool Balance	$1,329,787,698.16	$1,842,107,231.73	$1,344,094,646.95
Average Loan Balance	$12,659.22	$12,616.91	$12,816.28
Weighted Average Interest Rate	5.82%	5.63%	4.06%
Weighted Average Original Term	62 months	62 months	60 months
Weighted Average FICO®	748	749	755
Minimum FICO®	620	620	620
Maximum FICO®	900	886	883
Geographic Distribution of Receivables representing the 5 states with the greatest aggregate original principal balance:
	CA - 23.8%	CA - 21.3%	CA - 19.5%
	TX - 13.7%	TX - 12.8%	TX - 11.5%
	NY - 6.2%	PA - 5.6%	PA - 5.9%
	IL - 5.0%	NJ - 4.6%	MD - 4.8%
	NJ – 4.8%	MD - 4.5%	IL - 4.6%
Distribution of Receivables by Contract Rate:
Less than 2.0%	5.09%	6.24%	31.45%
2.0%-3.99%	23.32%	25.89%	19.70%
4.0%-5.99%	27.42%	27.36%	20.40%
6.0%-7.99%	29.55%	27.09%	18.88%
8.0%-9.99%	10.34%	9.53%	6.73%
10.0%-11.99%	2.97%	2.64%	1.90%
12.0%-13.99%	1.01%	1.00%	0.73%
14.0%-15.99%	0.29%	0.25%	0.21%
16.0% and greater	0.00%	0.00%	0.00%
Total	100.00%	100.00%	100.00%
Share of Original Assets:
Percentage of Non-Toyota/Non-Lexus	0.00%	0.00%	0.00%
Percentage of 72+ Month Term	0.00%	0.00%	0.00%
Percentage of Used Vehicles	24.29%	24.62%	19.54%

B-10

Original Summary Characteristics by Prior Securitization:	TAOT 2011-A	TAOT 2011-B	TAOT 2012-A
Number of Pool Assets	77,857	111,163	95,915
Original Pool Balance	$1,038,130,389.12	$1,573,816,681.42	$1,558,792,742.98
Average Loan Balance	$13,333.81	$14,157.74	$16,251.81
Weighted Average Interest Rate	3.57%	2.99%	2.89%
Weighted Average Original Term	60 months	60 months	61 months
Weighted Average FICO®	755	755	754
Minimum FICO®	620	620	620
Maximum FICO®	886	900	883
Geographic Distribution of Receivables representing the 5 states with the greatest aggregate original principal balance:
	CA - 19.0%	CA - 18.9%	CA - 19.8%
	TX - 12.2%	TX - 12.0%	TX - 12.4%
	PA - 5.4%	PA - 4.8%	IL - 4.5%
	IL - 4.6%	NY - 4.5%	VA - 4.5%
	NY - 4.5%	IL - 4.5%	MD - 4.1%
Distribution of Receivables by Contract Rate:
Less than 2.0%	38.22%	44.76%	40.63%
2.0%-3.99%	19.93%	23.70%	35.03%
4.0%-5.99%	18.66%	16.33%	14.31%
6.0%-7.99%	15.33%	9.84%	5.95%
8.0%-9.99%	5.11%	3.13%	2.15%
10.0%-11.99%	1.60%	1.08%	0.97%
12.0%-13.99%	0.86%	0.45%	0.40%
14.0%-15.99%	0.29%	0.43%	0.35%
16.0% and greater	0.00%	0.27%	0.21%
Total	100.00%	100.00%	100.00%
Share of Original Assets:
Percentage of Non-Toyota/Non-Lexus	0.00%	0.00%	0.00%
Percentage of 72+ Month Term	0.00%	0.00%	0.00%
Percentage of Used Vehicles	20.34%	23.78%	27.26%

B-11

Original Summary Characteristics by Prior Securitization:	TAOT 2012-B
Number of Pool Assets	62,985
Original Pool Balance	$1,034,333,677.88
Average Loan Balance	$16,421.90
Weighted Average Interest Rate	2.85%
Weighted Average Original Term	61 months
Weighted Average FICO®	754
Minimum FICO®	620
Maximum FICO®	886
Geographic Distribution of Receivables representing the 5 states with the greatest aggregate original principal balance:
	CA - 21.4%
	TX - 13.3%
	NJ - 4.7%
	IL - 4.5%
	NY - 4.5%
Distribution of Receivables by Contract Rate:
Less than 2.0%	40.11%
2.0%-3.99%	37.95%
4.0%-5.99%	13.35%
6.0%-7.99%	4.89%
8.0%-9.99%	1.98%
10.0%-11.99%	0.87%
12.0%-13.99%	0.37%
14.0%-15.99%	0.31%
16.0% and greater	0.17%
Total	100.00%
Share of Original Assets:
Percentage of Non-Toyota/Non-Lexus	0.00%
Percentage of 72+ Month Term	0.00%
Percentage of Used Vehicles	26.32%

B-12

TAOT 2010-A

Month	Ending Pool Balance ($)	Delinquencies ($)(1)(2)
		30-59 Days	60-89 Days	90-119 Days	120-149 Days	150+ Days
1	1,218,558,159	6,982,048	981,557	43,999	-	-
2	1,162,704,733	6,708,118	1,057,418	556,684	-	-
3	1,107,816,664	7,526,928	1,359,804	582,669	-	-
4	1,054,318,290	6,783,171	1,474,461	602,584	-	-
5	1,003,975,198	7,305,315	1,176,472	698,660	-	-
6	956,488,984	7,687,854	1,428,984	527,544	-	-
7	909,395,407	7,447,096	1,485,462	682,621	-	-
8	863,565,922	8,061,190	1,470,414	672,815	-	-
9	819,091,936	7,811,483	1,527,664	731,210	-	-
10	776,593,841	5,816,751	1,107,381	659,676	-	-
11	729,321,079	6,029,243	746,651	518,025	-	-
12	688,172,889	5,261,661	1,292,627	285,275	-	-
13	648,484,700	5,563,078	1,154,013	633,838	-	-
14	610,983,091	6,342,061	1,169,673	437,138	-	-
15	576,015,360	6,316,679	1,476,373	450,398	-	-
16	540,109,155	5,819,642	1,408,241	638,920	-	-
17	507,299,025	5,896,477	1,097,713	584,829	-	-
18	475,530,836	5,468,129	1,180,313	380,390	-	-
19	445,784,103	5,361,782	1,105,309	525,293	-	-
20	417,115,787	5,571,489	1,007,972	415,522	-	-
21	388,283,432	4,387,081	1,111,471	478,397	-	-
22	360,978,293	3,563,628	747,207	284,273	-	-
23	333,030,622	3,136,377	604,936	195,220	-	-
24	308,208,118	2,718,288	514,645	164,176	-	-
25	285,090,551	3,638,369	563,771	231,872	-	-
26	262,852,793	3,206,071	516,590	339,460	-	-
27	242,266,220	3,304,161	514,528	137,957	-	-
28	222,499,054	2,780,436	756,312	270,930	-	-
29	205,544,248	3,280,147	505,812	264,564	-	-
30	187,845,595	3,035,964	588,253	173,029	-	-
31	172,067,892	2,924,779	539,555	233,747	-	-
32	157,313,660	2,779,719	624,842	231,513	-	-
33	142,530,838	2,721,385	429,911	247,193	-	-

_______________

(1)	The period of delinquency is based on the number of days payments are contractually past due.  A payment is deemed to be past due if less than 90% of such payment is made.
(2)	Delinquent Receivables are charged off as soon as TMCC determines that the vehicle cannot be recovered, but not later than when the contract is 120 days contractually delinquent.

B-13

TAOT 2010-B

Month	Ending Pool Balance ($)	Delinquencies ($)(1)(2)
		30-59 Days	60-89 Days	90-119 Days	120-149 Days	150+ Days
1	1,763,457,640	7,609,696	36,638	-	-	-
2	1,683,438,959	8,950,601	1,183,476	-	-	-
3	1,608,733,576	8,909,676	1,392,143	485,319	-	-
4	1,536,541,097	9,334,771	1,804,412	721,666	214,858	-
5	1,463,009,357	8,792,939	1,678,235	772,948	-	-
6	1,392,924,373	9,566,471	1,598,651	914,486	-	-
7	1,324,250,424	9,134,476	1,995,938	739,643	-	-
8	1,259,688,927	7,897,232	1,361,912	874,374	-	-
9	1,187,460,823	7,123,813	1,301,335	518,244	-	-
10	1,123,946,767	6,808,297	1,288,335	624,655	-	-
11	1,062,766,040	7,407,897	1,376,718	648,158	-	-
12	1,003,565,088	7,230,068	1,581,178	726,853	-	-
13	948,421,070	8,614,018	1,469,364	660,832	-	-
14	891,380,306	7,826,979	1,539,021	731,929	-	-
15	839,842,151	8,129,752	1,349,705	576,852	-	-
16	790,112,946	7,271,863	1,374,402	592,931	-	-
17	743,195,118	7,253,191	1,193,267	662,808	-	-
18	698,019,309	7,555,900	1,439,195	536,421	-	-
19	653,543,506	6,866,229	1,335,541	581,710	-	-
20	610,760,124	5,599,823	1,000,609	403,005	-	-
21	567,533,931	4,911,416	920,791	297,217	-	-
22	528,418,173	4,271,378	771,489	366,500	-	-
23	491,640,929	4,703,825	686,244	336,133	-	-
24	456,319,776	4,483,987	749,287	244,505	-	-
25	421,949,947	4,490,023	942,535	307,842	-	-
26	389,619,755	4,329,616	738,352	303,333	-	-
27	362,339,921	4,701,730	861,605	266,210	-	-
28	333,316,431	4,504,566	795,417	320,696	-	-
29	307,428,955	3,960,701	933,026	318,027	-	-
30	282,685,014	3,970,122	850,863	401,801	-	-
31	258,793,086	3,480,551	690,153	236,846	-	-

_______________

(1)	The period of delinquency is based on the number of days payments are contractually past due.  A payment is deemed to be past due if less than 90% of such payment is made.
(2)	Delinquent Receivables are charged off as soon as TMCC determines that the vehicle cannot be recovered, but not later than when the contract is 120 days contractually delinquent.

B-14

TAOT 2010-C

Month	Ending Pool Balance ($)	Delinquencies ($)(1)(2)
		30-59 Days	60-89 Days	90-119 Days	120-149 Days	150+ Days
1	1,287,676,370	4,418,440	-	-	-	-
2	1,232,818,805	5,806,419	644,218	8,578	-	-
3	1,177,376,711	5,292,226	889,081	298,259	-	-
4	1,122,710,522	6,121,675	937,066	419,752	-	-
5	1,068,778,416	6,008,014	1,156,858	433,587	-	-
6	1,018,510,760	5,231,552	1,157,125	416,814	-	-
7	961,694,077	4,652,968	759,825	509,936	-	-
8	912,233,433	5,033,822	748,077	338,845	-	-
9	863,123,122	5,208,738	844,625	278,600	-	-
10	816,379,894	4,611,385	983,872	398,705	-	-
11	772,904,710	5,884,486	878,879	315,897	-	-
12	727,801,461	5,657,137	931,350	342,231	-	-
13	687,033,314	5,315,340	989,379	355,440	-	-
14	646,704,033	5,731,729	1,024,440	603,908	-	-
15	608,925,654	4,960,506	1,265,957	356,780	-	-
16	572,701,186	5,306,679	1,106,720	519,866	-	-
17	537,085,789	4,301,769	1,028,392	405,833	-	-
18	503,300,642	3,734,657	440,231	386,629	-	-
19	469,133,910	3,266,520	501,131	61,104	-	-
20	437,854,702	3,151,095	576,417	290,338	-	-
21	408,007,017	3,782,647	710,089	156,813	-	-
22	379,702,779	3,129,345	903,532	360,538	-	-
23	352,651,248	3,040,541	703,143	279,432	-	-
24	326,566,192	2,866,947	551,642	261,078	-	-
25	303,865,265	3,375,272	594,938	244,124	-	-
26	280,527,417	2,889,802	528,905	226,127	-	-
27	259,553,385	2,996,505	479,832	163,819	-	-
28	239,365,257	3,139,072	624,006	185,567	-	-
29	220,219,538	2,472,281	560,820	174,058	-	-

_______________

(1)	The period of delinquency is based on the number of days payments are contractually past due.  A payment is deemed to be past due if less than 90% of such payment is made.
(2)	Delinquent Receivables are charged off as soon as TMCC determines that the vehicle cannot be recovered, but not later than when the contract is 120 days contractually delinquent.

B-15

TAOT 2011-A

Month	Ending Pool Balance ($)	Delinquencies ($)(1)(2)
		30-59 Days	60-89 Days	90-119 Days	120-149 Days	150+ Days
1	955,725,694	2,876,019	234,156	-	-	-
2	911,129,614	2,957,837	551,339	95,398	-	-
3	870,432,081	3,180,997	470,445	337,566	-	-
4	830,054,879	3,788,426	548,072	202,572	-	-
5	790,962,999	3,675,220	725,988	336,632	-	-
6	754,555,615	4,608,740	806,676	423,726	-	-
7	716,465,342	3,736,433	868,499	292,193	-	-
8	681,507,096	3,908,954	686,684	446,722	-	-
9	647,229,586	3,386,470	606,130	224,547	-	-
10	615,335,229	3,393,499	742,471	310,145	-	-
11	583,746,029	4,031,196	696,141	286,162	-	-
12	553,310,244	3,672,125	723,188	335,904	-	-
13	523,258,059	2,666,967	691,785	163,786	-	-
14	492,055,183	2,454,013	508,541	184,168	-	-
15	463,815,906	2,440,096	445,789	253,534	-	-
16	435,897,433	3,015,229	447,465	228,468	-	-
17	410,040,436	2,731,833	590,693	180,295	-	-
18	384,772,857	2,575,080	411,481	263,100	-	-
19	359,758,061	2,422,808	453,138	144,193	-	-
20	338,711,623	3,009,224	536,547	189,235	-	-
21	316,962,174	2,661,387	583,869	229,067	-	-
22	296,178,307	2,683,275	566,522	265,273	-	-
23	276,546,528	2,500,744	429,974	205,093	-	-
24	257,774,260	2,593,067	470,097	109,740	-	-

_______________

(1)	The period of delinquency is based on the number of days payments are contractually past due.  A payment is deemed to be past due if less than 90% of such payment is made.
(2)	Delinquent Receivables are charged off as soon as TMCC determines that the vehicle cannot be recovered, but not later than when the contract is 120 days contractually delinquent.

B-16

TAOT 2011-B

Month	Ending Pool Balance ($)	Delinquencies ($)(1)(2)
		30-59 Days	60-89 Days	90-119 Days	120-149 Days	150+ Days
1	1,513,486,959	4,020,711	30,571	-	-	-
2	1,453,334,805	4,933,717	614,530	20,393	-	-
3	1,395,996,337	4,563,307	707,403	229,180	-	-
4	1,337,634,174	5,384,705	839,340	276,970	-	-
5	1,278,983,458	5,346,055	721,431	389,055	-	-
6	1,223,115,690	4,406,463	390,869	238,434	-	-
7	1,165,300,753	3,968,581	489,565	182,834	-	-
8	1,110,111,414	3,917,881	590,501	322,114	-	-
9	1,056,602,060	4,538,840	561,331	310,708	-	-
10	1,004,341,940	4,706,370	829,762	322,379	-	-
11	953,047,910	4,692,539	720,245	489,506	-	-
12	903,173,030	4,189,023	588,182	369,001	-	-
13	858,834,362	5,752,777	819,562	301,903	-	-
14	811,498,654	5,434,023	889,212	485,339	-	-
15	768,892,393	5,456,688	976,525	333,052	-	-
16	727,151,208	5,755,431	1,042,694	414,988	-	-
17	685,701,417	5,286,668	979,700	455,511	-	-

_______________

(1)	The period of delinquency is based on the number of days payments are contractually past due.  A payment is deemed to be past due if less than 90% of such payment is made.
(2)	Delinquent Receivables are charged off as soon as TMCC determines that the vehicle cannot be recovered, but not later than when the contract is 120 days contractually delinquent.

B-17

TAOT 2012-A

Month	Ending Pool Balance ($)	Delinquencies ($)(1)(2)
		30-59 Days	60-89 Days	90-119 Days	120-149 Days	150+ Days
1	1,502,616,936	3,788,782	-	-	-	-
2	1,447,858,525	4,966,019	750,574	-	-	-
3	1,393,475,184	4,910,571	937,861	456,205	-	-
4	1,338,821,459	5,384,993	763,102	360,990	-	-
5	1,285,393,469	5,628,419	860,450	345,959	-	-
6	1,237,703,022	7,363,837	1,047,306	560,181	-	-
7	1,185,963,860	7,027,750	1,220,259	449,875	-	-
8	1,138,035,099	6,483,657	1,263,996	624,607	-	-
9	1,090,571,745	7,067,484	1,266,260	734,352	-	-
10	1,042,143,264	6,828,943	1,061,834	715,924	-	-

_______________

(1)	The period of delinquency is based on the number of days payments are contractually past due.  A payment is deemed to be past due if less than 90% of such payment is made.
(2)	Delinquent Receivables are charged off as soon as TMCC determines that the vehicle cannot be recovered, but not later than when the contract is 120 days contractually delinquent.

B-18

TAOT 2012-B

Month	Ending Pool Balance ($)	Delinquencies ($)(1)(2)
		30-59 Days	60-89 Days	90-119 Days	120-149 Days	150+ Days
1	999,897,680	3,440,854	59,191	-	-	-
2	962,396,718	3,084,015	544,719	37,627	-	-
3	927,319,139	3,281,525	445,487	338,418	-	-
4	892,368,482	4,196,796	579,845	266,366	-	-
5	857,818,087	3,759,133	789,073	214,231	-	-

_______________

(1)	The period of delinquency is based on the number of days payments are contractually past due.  A payment is deemed to be past due if less than 90% of such payment is made.
(2)	Delinquent Receivables are charged off as soon as TMCC determines that the vehicle cannot be recovered, but not later than when the contract is 120 days contractually delinquent.

B-19

Prepayment Speeds(1)
Month	TAOT 2010-A	TAOT 2010-B	TAOT 2010-C	TAOT 2011-A	TAOT 2011-B	TAOT 2012-A	TAOT 2012-B
1	2.61%	1.43%	1.35%	2.69%	1.25%	1.29%	1.09%
2	1.51%	1.52%	1.35%	1.60%	1.29%	1.27%	1.33%
3	1.54%	1.43%	1.43%	1.47%	1.24%	1.30%	1.22%
4	1.55%	1.42%	1.47%	1.51%	1.33%	1.36%	1.26%
5	1.49%	1.51%	1.51%	1.51%	1.40%	1.37%	1.28%
6	1.44%	1.48%	1.43%	1.42%	1.35%	1.15%
7	1.48%	1.50%	1.73%	1.58%	1.48%	1.39%
8	1.49%	1.45%	1.54%	1.47%	1.44%	1.27%
9	1.49%	1.70%	1.60%	1.50%	1.44%	1.30%
10	1.47%	1.55%	1.57%	1.42%	1.45%	1.39%
11	1.71%	1.54%	1.50%	1.47%	1.47%
12	1.55%	1.55%	1.64%	1.46%	1.48%
13	1.55%	1.49%	1.53%	1.50%	1.31%
14	1.52%	1.60%	1.58%	1.63%	1.50%
15	1.47%	1.50%	1.54%	1.53%	1.36%
16	1.57%	1.51%	1.53%	1.57%	1.38%
17	1.49%	1.48%	1.58%	1.51%	1.43%
18	1.50%	1.48%	1.56%	1.54%
19	1.47%	1.52%	1.65%	1.59%
20	1.48%	1.53%	1.58%	1.36%
21	1.55%	1.61%	1.58%	1.49%
22	1.54%	1.54%	1.57%	1.49%
23	1.64%	1.52%	1.58%	1.46%
24	1.55%	1.53%	1.60%	1.46%
25	1.53%	1.56%	1.47%
26	1.55%	1.55%	1.58%
27	1.52%	1.38%	1.50%
28	1.54%	1.53%	1.53%
29	1.41%	1.46%	1.53%
30	1.53%	1.47%
31	1.47%	1.49%
32	1.46%
33	1.53%

_______________

(1) The ABS Speed is a measurement of the non-scheduled amortization of the pool of receivables and is derived by calculating a monthly single month mortality rate, or SMM.  The SMM is the ratio of the prepayment amount divided by the beginning of month pool balance less the calculated scheduled principal amount times 100.  The prepayment amount is calculated as the excess of (i) the monthly change in the reported receivables balance minus (ii) the calculated scheduled payment.  The scheduled principal is calculated based on the weighted average remaining term and weighted average APR of the receivables assuming the receivables have been aggregated into one loan. The SMM is expressed as an ABS Speed by dividing (a) the product of one hundred and the SMM by (b) the sum of (i) one hundred and (ii) the SMM multiplied by the age of the pool, in months, minus one.

B-20

Cumulative Net Losses(1)
Month	TAOT 2010-A	TAOT 2010-B	TAOT 2010-C	TAOT 2011-A	TAOT 2011-B	TAOT 2012-A	TAOT 2012-B
1	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%
2	0.01%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%
3	0.04%	0.00%	0.01%	0.01%	0.00%	0.00%	0.00%
4	0.06%	0.02%	0.02%	0.03%	0.02%	0.03%	0.02%
5	0.07%	0.06%	0.05%	0.04%	0.03%	0.04%	0.03%
6	0.10%	0.08%	0.06%	0.07%	0.04%	0.06%
7	0.12%	0.11%	0.07%	0.08%	0.04%	0.08%
8	0.15%	0.13%	0.09%	0.10%	0.05%	0.09%
9	0.18%	0.14%	0.09%	0.12%	0.06%	0.12%
10	0.20%	0.15%	0.10%	0.12%	0.07%	0.14%
11	0.21%	0.16%	0.12%	0.13%	0.08%
12	0.22%	0.17%	0.13%	0.13%	0.09%
13	0.23%	0.18%	0.13%	0.14%	0.10%
14	0.25%	0.20%	0.14%	0.14%	0.10%
15	0.26%	0.21%	0.16%	0.14%	0.12%
16	0.27%	0.22%	0.17%	0.14%	0.13%
17	0.28%	0.22%	0.18%	0.15%	0.13%
18	0.29%	0.23%	0.18%	0.16%
19	0.29%	0.23%	0.19%	0.16%
20	0.31%	0.23%	0.18%	0.16%
21	0.32%	0.23%	0.19%	0.16%
22	0.32%	0.23%	0.19%	0.18%
23	0.32%	0.24%	0.20%	0.19%
24	0.31%	0.24%	0.20%	0.19%
25	0.31%	0.24%	0.20%
26	0.31%	0.24%	0.21%
27	0.32%	0.24%	0.21%
28	0.31%	0.24%	0.21%
29	0.31%	0.24%	0.20%
30	0.33%	0.25%
31	0.32%	0.25%
32	0.32%
33	0.33%

_______________

(1) The monthly net cumulative loss percent is the cumulative net dollars charged off, which is the net remaining principal balance, including earned but not yet received finance charges, repossession expenses and unpaid extension fees, less any proceeds from the liquidation of the related vehicle and any subsequent post-charge off recoveries, divided by the original pool balance of the receivables.

B-21

$[__________]

Toyota Auto Receivables 20[__]-[__] Owner Trust

$[__________] Asset Backed Notes, Class A-1(1)

$[__________] Asset Backed Notes, Class A-2(1)

$[__________] Asset Backed Notes, Class A-3(1)

$[__________] Asset Backed Notes, Class A-4(1)

$[__________] Asset Backed Notes, Class B(1)

______________

(1) [Some or all of the Class [__] Notes will be retained by Toyota Auto Finance Receivables LLC or its affiliate on the closing date.]

Toyota Auto Finance Receivables LLC

Depositor

Toyota Motor Credit Corporation

Sponsor, Administrator and Servicer

__________________

PROSPECTUS SUPPLEMENT

__________________

		Joint Bookrunners
[__________]		[__________]		[__________]
		Co-Managers
[__________]	[__________]		[__________]		[__________]

You should rely only on the information contained in or incorporated by reference into this prospectus supplement or the accompanying prospectus.  We have not authorized anyone to give you different information. We do not claim the accuracy of the information in this prospectus supplement or the accompanying prospectus as of any date other than the date stated on the cover page.  We are not offering the notes in any jurisdiction where it is not permitted.

Dealer prospectus delivery obligation.  Until [________], 20[__], which is ninety days following the date of this prospectus supplement, all dealers that effect transactions in these notes, whether or not participating in the offering, may be required to deliver a prospectus.  This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PROSPECTUS

Toyota Auto Receivables Trusts

Asset Backed Notes

Toyota Auto Finance Receivables LLC

Depositor

Toyota Motor Credit Corporation

Sponsor, Administrator and Servicer of the Asset Backed Notes and

Issuer of the TMCC Demand Notes

You should review carefully the factors described under “Risk Factors” beginning on page 13 of this prospectus and in the related prospectus supplement. This prospectus does not contain complete information about the offering of the securities.  You are urged to read both this prospectus and the related prospectus supplement that will provide additional information about the securities being offered to you.  No one may use this prospectus to offer and sell the securities unless it is accompanied by the related prospectus supplement. Neither the SEC nor any state securities commission has approved or disapproved the securities or determined that this prospectus or the prospectus supplement is accurate or complete.  Any representation to the contrary is a criminal offense. Notes of a given series issued by an issuing entity will be obligations of that issuing entity only.  The notes represent obligations of the related issuing entity only and do not represent the obligations of or interests in Toyota Motor Credit Corporation, Toyota Auto Finance Receivables LLC, Toyota Financial Services Corporation, Toyota Financial Services Americas Corporation, Toyota Motor Corporation, Toyota Motor Sales, U.S.A., Inc. or any of their affiliates.  Neither the securities nor the receivables owned by the issuing entity are insured or guaranteed by any governmental agency. The TMCC Demand Notes will be obligations solely of Toyota Motor Credit Corporation and will not be obligations of, or directly or indirectly guaranteed by, Toyota Motor Corporation, Toyota Financial Services Corporation or any of their affiliates.  The TMCC Demand Notes will have the benefit of credit support agreements as described under “TMCC Demand Notes—Credit Support” in this prospectus.

The Issuing Entities – A new issuing entity will be formed to issue each series of notes. The assets of each issuing entity: –     will be described in a related prospectus supplement; –     will be primarily a pool of retail installment sales contracts secured by new or used automobiles and light duty trucks; –     may include credit enhancement described in a related prospectus supplement; and –     will include related assets such as: security interests in the financed vehicles; proceeds from claims on related insurance policies; amounts deposited in specified bank accounts; and all proceeds of the foregoing. The Notes – The notes will be asset backed securities sold periodically in one or more series; will be paid only from the assets of the related issuing entity, including any related credit enhancement and any funds in accounts pledged to the issuing entity; will be issued in one or more classes; and will be treated as indebtedness of the related issuing entity. The amounts and prices of each offering of notes will be determined at the time of sale and will be described in a prospectus supplement that will be attached to this prospectus. The TMCC Demand Notes – will be unsecured general obligations of Toyota Motor Credit Corporation; and will rank pari passu with all other unsecured and unsubordinated indebtedness of Toyota Motor Credit Corporation outstanding from time to time. The date of this prospectus is [________], 20[__].

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS

PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT

Information about the notes is provided in two separate documents that progressively provide more detail:

· this prospectus, which provides general information, some of which may not apply to a particular series of notes including your series; and

· the accompanying prospectus supplement, which will describe the specific terms of your series of notes including:

— the timing of interest and principal payments;

— the priority of interest and principal payments for each class of offered notes;

— financial and other information about the receivables and other related assets owned by the issuing entity;

— information about the credit enhancement for each class of offered notes; and

— the method for selling the notes.

You should rely only on the information provided in this prospectus and the accompanying prospectus supplement, including any information incorporated by reference.  No one has been authorized to provide you with different information.  The notes are not being offered in any state where their offer is not permitted.

Cross references in this prospectus and in the prospectus supplement have been provided to captions in these materials where you can find further related discussions of a particular topic.  The Table of Contents beginning on page 4 of this prospectus provides the pages on which these captions are located.

For a listing of the pages where capitalized terms used in this prospectus are defined, you should refer to the “Index of Defined Terms” beginning on page 96 in this prospectus.

Whenever we use words like “intends,” “anticipates” or “expects” or similar words in this prospectus, we are making a forward-looking statement, or a projection of what we think will happen in the future.  Forward-looking statements are inherently subject to a variety of circumstances, many of which are beyond our control and could cause actual results to differ materially from what we anticipate.  Any forward-looking statements in this prospectus speak only as of the date of this prospectus.  We do not assume any responsibility to update or review any forward-looking statement contained in this prospectus to reflect any change in our expectation about the subject of that forward-looking statement or to reflect any change in events, conditions or circumstances on which we have based any forward-looking statement, except to the extent required by law.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

RELATING TO NOTES ISSUED BY TOYOTA AUTO RECEIVABLES TRUSTS

The Securities and Exchange Commission (which we refer to in this prospectus as the SEC) allows us to “incorporate by reference” information filed with it by Toyota Auto Finance Receivables LLC on behalf of an issuing entity, which means that we can disclose important information to you by referring you to those documents.  The information incorporated by reference is considered to be part of this prospectus.  Information that we file later with the SEC will automatically update the information in this prospectus.  In all cases, you should rely on the later information over different information included in this prospectus or the related prospectus supplement.  We incorporate by reference any future annual, monthly or current SEC reports and proxy materials filed by or on behalf of an issuing entity until we terminate our offering of the notes by that issuing entity.

2

If you have received a copy of this prospectus and the related prospectus supplement, you may request a copy of any document that we have incorporated by reference in this prospectus or the prospectus supplement, excluding any exhibit to the document unless the exhibit is specifically incorporated by reference in the document, at no cost by contacting Toyota Auto Finance Receivables LLC at the following address or telephone number: Toyota Auto Finance Receivables LLC, 19851 South Western Avenue, Torrance, California 90501; telephone: (310) 468-7333.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

RELATING TO DEMAND NOTES ISSUED BY TOYOTA MOTOR CREDIT CORPORATION

We also incorporate by reference (i) the annual report on Form 10-K for the fiscal year ended March 31, 20[__], (ii) the quarterly reports on Form 10-Q for the quarter[s] ended [June 30, 20[__], September 30, 20[__] and December 31, 20[__]] and (iii) the current report[s] on Form 8-K filed on [[________], 20[__] and [________], 20[__]], each as filed by Toyota Motor Credit Corporation (“TMCC”) with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We also incorporate by reference each document that TMCC will file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus until the offering of the notes is completed, except for any portion of a document that is not “filed” under the Exchange Act.

You may request a copy of any document that we have incorporated by reference in this prospectus relating to the demand notes issued by TMCC, excluding any exhibit to the document unless the exhibit is specifically incorporated by reference in the document, at no cost by contacting TMCC at the following address or telephone number: Toyota Motor Credit Corporation, 19001 South Western Avenue, Torrance, California 90501; telephone: (310) 468-1310.

3

TABLE OF CONTENTS

Prospectus

	Page
SUMMARY OF TERMS	6
RISK FACTORS	13
THE SPONSOR, ADMINISTRATOR, SERVICER and Issuer of the TMCC DEMAND NOTES	28
Underwriting of Motor Vehicle Retail Installment Sales Contracts	28
Servicing of Motor Vehicle Retail Installment Sales Contracts	30
Securitization Experience	31
THE DEPOSITOR	31
THE ISSUING ENTITY	31
THE ISSUING ENTITY PROPERTY	32
THE OWNER TRUSTEE AND THE INDENTURE TRUSTEE	33
WHERE YOU CAN FIND MORE INFORMATION ABOUT YOUR NOTES	34
THE RECEIVABLES POOLS	35
DELINQUENCIES, REPOSSESSIONS AND NET LOSSES	36
WEIGHTED AVERAGE LIVES OF THE NOTES	37
POOL FACTORS AND TRADING INFORMATION	38
USE OF PROCEEDS	39
DESCRIPTION OF THE NOTES	39
General	39
Principal and Interest on the Notes	39
The Indenture	40
The Indenture Trustee	44
CERTAIN INFORMATION REGARDING THE NOTES	44
Fixed Rate Notes	44
Floating Rate Notes	45
Derivative and Other Cash Flow Enhancement Arrangements	51
Revolving Period	51
Prefunding Period	51
Book Entry Registration	52
Definitive Securities	56
List of Securityholders	57
Reports to Securityholders	57
DESCRIPTION OF THE TRANSFER AND SERVICING AGREEMENTS	58
Sale and Assignment of Receivables	59
Accounts	60
Servicing Procedures	61
Insurance on Financed Vehicles	63
Collections	63
Advances	64
Servicing Compensation and Payment of Expenses	65
Payments	66
Credit and Cash Flow Enhancement	66
Net Deposits	69
Statements to Trustees and Issuing Entity	69
Evidence as to Compliance	69

4

Certain Matters Regarding the Servicer; Servicer Liability	70
Servicer Default	70
Rights Upon Servicer Default	71
Waiver of Past Defaults	71
Amendment	72
Non-Petition	73
Payment of Notes	73
Depositor Liability	73
Termination	73
Administration Agreement	74
CERTAIN LEGAL ASPECTS OF THE RECEIVABLES	75
General	75
Security Interests	75
Repossession	77
Notice of Sale; Reinstatement and Redemption Rights	78
Deficiency Judgments and Excess Proceeds	78
Certain Bankruptcy Considerations	78
Dodd-Frank Act Orderly Liquidation Authority Provisions	79
Consumer Protection Laws	82
Forfeiture for Drug, RICO and Money Laundering Violations	83
Other Limitations	83
TMCC Demand Notes	83
Issuer of the TMCC Demand Notes	84
General	84
Removal of Demand Notes Indenture Trustee; Successor Demand Notes Indenture Trustee	85
Successor Corporation	85
TMCC Statement as to Compliance	85
Supplemental Demand Notes Indentures	86
Events of Default Under the Demand Notes Indenture	86
Absence of Covenants	88
Defeasance and Discharge of Demand Notes Indenture	88
Regarding the Demand Notes Indenture Trustee	88
Credit Support	88
Governing Law	90
Where You can Find More Information	90
Experts	90
CERTAIN FEDERAL INCOME TAX CONSEQUENCES	90
Tax Characterization of the Issuing Entity	90
Tax Consequences to Owners of the Notes	91
CERTAIN STATE TAX CONSEQUENCES	94
ERISA CONSIDERATIONS	94
PLAN OF DISTRIBUTION	95
LEGAL OPINIONS	95
INDEX OF DEFINED TERMS	96

5

SUMMARY OF TERMS

The following information highlights selected information from this document and provides a general overview of the terms of the securities.  To understand all of the terms of the offering of the notes, you should read carefully this entire document and the accompanying prospectus supplement.  Both documents contain information you should consider when making your investment decision.

Issuing Entity	The trust to be formed for each series of notes.  The issuing entity will be formed by a trust agreement between the depositor and the owner trustee of the issuing entity.
Depositor	Toyota Auto Finance Receivables LLC, a wholly owned, limited purpose subsidiary of Toyota Motor Credit Corporation.  The principal executive offices of Toyota Auto Finance Receivables LLC are located at 19851 South Western Avenue, Torrance, California 90501, its telephone number is (310) 468-7333 and its facsimile number is (310) 468-6194.
Sponsor, Administrator, Servicer and Issuer
of the TMCC Demand Notes	Toyota Motor Credit Corporation.  The principal executive offices of Toyota Motor Credit Corporation are located at 19001 South Western Avenue, Torrance, California 90501, its telephone number is (310) 468-1310 and its facsimile number is (310) 468-6194.
Indenture Trustee	An indenture trustee will be named in the prospectus supplement for each series.
Owner Trustee	An owner trustee for each issuing entity that issues a series of securities will be named in the prospectus supplement for that series.
Securities	A series of securities will include one or more classes of notes.  Notes of a series will be issued pursuant to an indenture.
	A series of securities will also include one or more certificates representing the undivided ownership interest in the related issuing entity.  The certificates will not be offered.
	Holders of classes of notes may have the right to receive their payments before holders of other classes of notes are paid.  This is referred to as “sequential payment.”  In addition, payments on certain classes of notes may be subordinated to payments to senior classes of notes.  This is referred to as “subordination.”  The prospectus supplement will describe the payment priorities and any subordination provisions that apply to a class of notes.
	Terms—The terms of each class of notes in a series will be described in the prospectus supplement including: ●     stated principal amount of the notes;

6

	●     interest rate or formula for determining the interest rate (which may be fixed, variable, adjustable or some combination of these rates); and ●     the ability of holders of a class to direct the indenture trustee or owner trustee to take specific remedies. A class of notes may differ from other classes of notes in certain respects including: ●     timing and priority of payments ●     seniority ●     allocations of losses; ●     interest rate or formula; ●     amount of principal or interest payments; ●     whether interest or principal will be payable to holders of the class if certain events occur; ●     the right to receive collections from designated portions of the receivables owned by the issuing entity; and ●     the ability of holders of a class to direct the indenture trustee to take specified remedies.
	Form—If you acquire a beneficial ownership interest in the notes of a series, you will generally hold them through The Depository Trust Company in the United States or Clearstream Banking, société anonyme or the Euroclear Bank S.A./N.V, as operator for the Euroclear System.  This is referred to as “book entry” form.  As long as the notes are held in book entry form, you will not receive a definitive certificate representing the notes.
	For additional information, you should refer to “Certain Information Regarding the Notes—Book-Entry Registration” in this prospectus.
	Denomination—Notes will be issued in the denominations specified in the related prospectus supplement.
TMCC Demand Notes	If so specified in the related prospectus supplement, the TMCC demand notes will be issued, in the form of fully registered definitive notes without interest coupons, by TMCC pursuant to the demand notes indenture and purchased by the applicable issuing entity.  The TMCC demand notes will be unsecured general obligations of TMCC and will rank pari passu with all other unsecured and unsubordinated indebtedness of TMCC outstanding from time to time.   No noteholder will have any direct interest in the TMCC demand notes or have any direct rights under the TMCC demand notes

7

	or the demand notes indenture.  The applicable issuing entity will be the only holder of TMCC demand notes, and the noteholders will be secured by the TMCC demand notes.
	For additional information regarding the terms and conditions of any TMCC demand notes, you should refer to the related prospectus supplement and “TMCC Demand Notes” in this prospectus.
The Issuing Entity Property	The assets of each issuing entity:
	●     will be described in the prospectus supplement; ●     will primarily be a pool of retail installment sales contracts (the “receivables”) secured by new or used automobiles and light duty trucks (“financed vehicles”) and amounts due or collected under the contracts on or after a specified cutoff date; ●     may include credit or cash flow enhancement as described in the related prospectus supplement; and ●     will include related assets such as:
	—    security interests in the financed vehicles; —    proceeds from claims on related insurance policies; —    amounts deposited in bank accounts specified in the related prospectus supplement; and —    all proceeds of the foregoing.
	For additional information regarding the assets of the issuing entity, you should refer to “The Issuing Entity Property” in this prospectus and “The Issuing Entity” in the related prospectus supplement.
	Purchasers of new and used automobiles and light duty trucks often finance their purchases by entering into retail installment sales contracts with Toyota, Lexus and Scion dealers who then sell the contracts to Toyota Motor Credit Corporation.  The purchasers of the financed vehicles are referred to as the “obligors” under the receivables.  The terms of the contracts must meet requirements specified by Toyota Motor Credit Corporation.
	On or before the date the notes of a series are issued, Toyota Motor Credit Corporation will sell a specified amount of receivables to Toyota Auto Finance Receivables LLC, the depositor.  The depositor will, in turn, sell the receivables to the issuing entity.  The sale by the depositor to the issuing entity will be documented under a sale and servicing agreement among the depositor, the servicer and the issuing entity.

8

	The receivables to be sold by Toyota Motor Credit Corporation to the depositor and, in turn, sold to the issuing entity will be selected based on criteria specified in the sale and servicing agreement.  These criteria will be described in the related prospectus supplement.
	Except to the extent otherwise specified in the related prospectus supplement, the issuing entity will use collections on the receivables to pay interest and principal to holders of each class of notes.  The prospectus supplement will describe whether:
	●     collections received each month will be passed through or paid to holders of notes on a monthly basis; or ●     whether payments will instead be made on a quarterly, semi-annual, annual or other basis.
	If payments are made other than monthly, or if the servicer may not temporarily commingle collections with its own funds, the issuing entity will need to invest the collections until the relevant payment date.  These investments must satisfy criteria specified in the related sale and servicing agreement.  In some cases, and if specified in the related prospectus supplement, the investments will be demand notes issued by Toyota Motor Credit Corporation.  These demand notes will be unsecured general obligations of Toyota Motor Credit Corporation and will rank equally with all other outstanding senior unsecured debt of Toyota Motor Credit Corporation.
	If so specified in the related prospectus supplement, the related issuing entity may invest in demand notes of Toyota Motor Credit Corporation even if payments to holders of the issuing entity’s notes are to be paid monthly.  If so specified in the related prospectus supplement, the related issuing entity may invest amounts on deposit in any reserve account in demand notes of Toyota Motor Credit Corporation.
	If so specified in the related prospectus supplement, the related issuing entity may issue to Toyota Motor Credit Corporation, or any creditworthy third party, a revolving liquidity note as a form of liquidity enhancement.
	For additional information regarding the terms and conditions of any TMCC demand notes and any revolving liquidity note, you should refer to “TMCC Demand Notes” and “Description of the Transfer and Servicing Agreements–Credit and Cash Flow Enhancement–Revolving Liquidity Note” in this prospectus.
Prefunding	If specified in a prospectus supplement, on the applicable closing date, the depositor will make a deposit into a prefunding account from proceeds received from the sale of the related notes, in an amount that will be specified in the related prospectus supplement, but not to exceed 50% of the

9

	proceeds of the offering.  Amounts on deposit in the prefunding account will be used to purchase additional receivables, which will be required to have the same eligibility criteria and general characteristics as the initial pool of receivables during the period to be specified in the related prospectus supplement, which may not exceed one year from the date of issuance of the related notes.  Any amounts remaining on deposit in the prefunding account following the end of the specified prefunding period will be transferred to the related collection account and included as part of available amounts on the next succeeding payment date or applied to specific classes of notes as described in the prospectus supplement.
Revolving Period	If specified in a prospectus supplement, during the period beginning on the related closing date and ending on the payment date to be specified in the related prospectus supplement, which may not exceed three years from the date of issuance of the related notes, all amounts that represent principal collections on the receivables that otherwise would become principal distributable amounts on the next related payment date will instead be used to purchase additional receivables, which will be required to have the same eligibility criteria and general characteristics as the initial pool of receivables or such other characteristics as described in the related prospectus supplement.
Credit and Cash Flow Enhancement	The issuing entities may include certain features designed to provide protection to one or more classes of notes.  These features are referred to as “credit enhancement.”  Credit enhancement may include any one or more of the following:
	●     sequential payment or other payment prioritization of certain classes; ●     subordination of one or more other classes of notes; ●     one or more reserve accounts;overcollateralization (i.e., the amount by which the principal amount of the receivables exceeds the principal amount of all the issuing entity’s outstanding notes); ●     letters of credit, cash collateral accounts or other credit facilities; ●     surety bonds; ●     guaranteed investment contracts; ●     repurchase obligations; ●     cash deposits; or

10

	●     excess interest collections (i.e., the excess of interest collections on the receivables over servicing fees, interest on the issuing entity’s notes and any amounts required to be deposited in a reserve account, if any).
	In addition, the issuing entity may include certain features designed to ensure the timely payment of amounts owed to noteholders.  These features may include any one or more of the following:
	●     yield maintenance agreements; ●     currency or interest rate swap or cap transactions; ●     liquidity facilities; ●     ability to issue revolving liquidity notes to creditworthy third parties or Toyota Motor Credit Corporation; or ●     cash deposits.
	The specific terms of any credit or cash flow enhancement applicable to an issuing entity or to the notes issued by an issuing entity will be described in detail in the related prospectus supplement, including any limitations or exclusions from coverage.
Servicing	Toyota Motor Credit Corporation will be appointed to act as servicer for the receivables.  In that capacity, the servicer will handle all collections, administer defaults and delinquencies and otherwise service the contracts.  The issuing entity will pay the servicer a monthly fee equal to a percentage of the total principal balance of the receivables at the beginning of the preceding month specified in the related prospectus supplement.  The servicer will also receive additional servicing compensation in the form of investment earnings, late fees, extension fees and other administrative fees and expenses or similar charges received by the servicer during such month.
Advances	If specified in the related prospectus supplement, the servicer may also be obligated to advance to the issuing entity interest on the receivables that is due but unpaid by the obligor.  In addition, the servicer may be obligated to advance to the issuing entity due but unpaid principal of any receivables that are classified as actuarial receivables rather than as simple interest receivables.  The servicer will not be required to make any advance if it determines that it will not be able to recover an advance from an obligor.  The issuing entity will reimburse the servicer from late collections on the receivables for which the servicer has made advances, or from collections generally if the servicer determines that an advance will not be recoverable with respect to such receivable.

11

	For additional information regarding advances and reimbursement of advances, you should refer to “Description of the Transfer and Servicing Agreements—Advances” in this prospectus.
Optional Redemption	The servicer may purchase all of the receivables remaining in the issuing entity on any payment date when the outstanding aggregate principal balance of the receivables is equal to or less than the percentage specified in the related prospectus supplement of the original total principal balance of the receivables as of the related cutoff date, which would cause the issuing entity to redeem outstanding notes prior to their final scheduled payment dates.
	For additional information, you should refer to “Description of the Transfer and Servicing Agreements—Termination” in this prospectus.
Changes in Payment Priorities	Each prospectus supplement will provide a description of the conditions under which changes in the priority of payments to noteholders would be made on any given payment date.
Removal of Pool Assets	Each prospectus supplement will provide a description of the circumstances under which receivables may or are required to be removed from the related issuing entity.
Tax Status	Special tax counsel to the issuing entity will be required to deliver an opinion that:
	●     the notes held by parties unaffiliated with the issuing entity will be characterized as debt for federal income tax purposes; and ●     the issuing entity will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes.
	By purchasing a note you will be agreeing to treat the note as indebtedness for tax purposes.  You should consult your own tax advisor regarding the federal tax consequences of the purchase, ownership and disposition of the notes, and the tax consequences arising under the laws of any state or other taxing jurisdiction.
	For additional information regarding the application of Federal and state tax laws, you should refer to “Certain Federal Income Tax Consequences” and“Certain State Tax Consequences” in this prospectus.
ERISA Considerations	Notes will generally be eligible for purchase by employee benefit plans.  For additional information regarding the ERISA eligibility of any class of notes, you should refer to “ERISA Considerations” in this prospectus and the related prospectus supplement.

12

RISK FACTORS

You should consider the following risk factors in deciding whether to purchase notes of any class.  In addition, you should consider the risk factors described under “Risk Factors” in the related prospectus supplement for a description of further material risks to your investment in the notes.

You must rely for repayment only upon payments from the issuing entity’s assets which may not be sufficient to make full payments on your notes.	The notes represent interests solely in the issuing entity or indebtedness of the issuing entity and will not be insured or guaranteed by the depositor, sponsor, administrator, servicer or any of their respective affiliates, any governmental entity, the related trustee or any other person or entity other than the issuing entity.  The only sources of payment on your notes are payments received on the receivables and, if and to the extent available, any credit or cash flow enhancement for the issuing entity, including amounts on deposit in the reserve account, if any, established for that issuing entity.  If the available credit enhancement is exhausted, your notes will be paid solely from current distributions on the receivables.  In limited circumstances, the issuing entity will also have access to the funds in a yield maintenance account or have the benefit of overcollateralization to provide limited protection against low-interest yielding receivables.
	For additional information, you should refer to “Description of the Transfer and Servicing Agreements—Credit and Cash Flow Enhancement—Yield Maintenance Account” and “Yield Maintenance Agreement” in this prospectus.
You may experience reduced returns on your investments resulting from prepayments on the receivables, the use of a prefunding account,  events of default, optional redemption, repurchases of receivables or early termination of the issuing entity.	You may receive payment of principal on your notes earlier than you expected for the reasons described below. As a result, you may not be able to reinvest the principal paid to you earlier than you expected at a rate of return that is equal to or greater than the rate of return, or effective yield, on your notes. In addition, an issuing entity may contain a feature known as a prefunding account from which specified funds will be used to purchase additional receivables after the date the notes are issued.  To the extent all of those funds are not used by the end of the specified period to purchase new receivables, those funds will be used to make payments on the notes.  In that event, you would receive payments on your notes earlier than expected.  Unless otherwise described in the related prospectus supplement, Toyota Motor Credit Corporation, as servicer, or the depositor, under certain circumstances, may be required to repurchase certain receivables as a result of breaches of certain representations and warranties or covenants.  The servicer or an affiliate may also be permitted to purchase all of the receivables remaining in the issuing entity on any payment date if the aggregate outstanding principal balance of the receivables, as of the last day of the related collection period, is less than or equal to the percentage specified in the related prospectus supplement of the aggregate outstanding principal balance of the receivables as of the related cutoff date. Further, the receivables sold to the issuing entity related to a series of notes may be prepaid, in full or in part.  The rate of prepayments on the receivables may be influenced by a variety of economic, social and other factors in addition to those

13

	described above.  For these reasons, the servicer cannot predict the actual prepayment rates for the receivables. You will bear any reinvestment risks resulting from prepayments on the receivables and the corresponding acceleration of payments on the related notes. The final payment of each class of notes is expected to occur prior to its scheduled final payment date because of the prepayment and reallocation considerations described above.  If sufficient funds are not available to pay any class of notes in full on its final scheduled payment date, an event of default will occur and final payment of that class of notes may occur later than that date. For additional information, you should refer to “Weighted Average Lives of the Notes” in this prospectus.
The issuing entity’s security interests in financed vehicles may be unenforceable or defeated.	The certificates of title for vehicles financed by Toyota Motor Credit Corporation name Toyota Motor Credit Corporation as the secured party.  The certificates of title for financed vehicles under contracts assigned to the issuing entity will not be amended to identify the issuing entity as the new secured party because it would be administratively burdensome to do so.  However, financing statements showing the transfer to the issuing entity of Toyota Motor Credit Corporation’s and the depositor’s interest in the receivables and the transfer to the indenture trustee of the issuing entity’s interest in the receivables will be filed with the appropriate governmental authorities.  Toyota Motor Credit Corporation, as servicer, will retain the documentation for the receivables and the certificates of title.
	Because of these arrangements, another person could acquire an interest in the receivables and the financed vehicles that is judged by a court of law to be superior to the issuing entity’s or the indenture trustee’s interest.  Examples of these persons are other creditors of the obligor, a subsequent purchaser of a financed vehicle or another lender who finances the vehicle.  Some of the ways this could happen are described under “Certain Legal Aspects of the Receivables” in this prospectus.  In some circumstances, either the depositor or the servicer will be required to purchase receivables if a security interest superior to the claims of others has not been properly established and maintained.  The details of this obligation are described under “Certain Legal Aspects of the Receivables” in this prospectus.
The bankruptcy of your issuing entity could result in losses or delays in payments on your notes.	If your issuing entity becomes subject to bankruptcy proceedings, you could experience losses or delays in the payments on your notes as a result of, among other things, an “automatic stay,” which prevents secured creditors from exercising remedies against a debtor in bankruptcy without permission from the applicable court, and provisions of the U.S. Bankruptcy Code that permit substitution of collateral in limited circumstances.
The bankruptcy of Toyota Motor Credit Corporation or the depositor could result in losses or delays in payments on the notes.	If Toyota Motor Credit Corporation or the depositor becomes subject to bankruptcy proceedings, you could experience losses or delays in the payments on your notes.  Toyota Motor Credit Corporation will sell the receivables to the

14

depositor , and the depositor will in turn transfer the receivables to the issuing entity.  However, if Toyota Motor Credit Corporation or the depositor becomes subject to a bankruptcy proceeding, the court in the bankruptcy proceeding could conclude that Toyota Motor Credit Corporation or the depositor effectively still owns the receivables by concluding that the sale to the depositor by Toyota Motor Credit Corporation or the transfer to the issuing entity by the depositor was not a “true sale” or that the depositor should be consolidated with Toyota Motor Credit Corporation for bankruptcy purposes or that the issuing entity should be consolidated with the depositor for bankruptcy purposes.  If a court were to reach this conclusion, you could experience losses or delays in payments on the notes as a result of, among other things: the “automatic stay” which prevents secured creditors from exercising remedies against a debtor in bankruptcy without permission from the court and provisions of the U.S. Bankruptcy Code that permit substitution of collateral in certain circumstances; certain tax or government liens on Toyota Motor Credit Corporation’s or the depositor’s property (that arose prior to the transfer of a receivable to the issuing entity) having a prior claim on collections before the collections are used to make payments on your notes; and the fact that neither the issuing entity nor the indenture trustee for your series of notes has a perfected security interest in (a) one or more of the vehicles securing the receivables or (b) any cash collections held by Toyota Motor Credit Corporation or the depositor at the time Toyota Motor Credit Corporation or the depositor becomes the subject of a bankruptcy proceeding. The depositor will take steps in structuring each transaction described in this prospectus to minimize the risk that a court would consolidate the depositor with Toyota Motor Credit Corporation or consolidate the issuing entity with the depositor for bankruptcy purposes or conclude that the sale of receivables to the depositor was not a “true sale.”  For additional information, you should refer to “Certain Legal Aspects of the Receivables—Certain Bankruptcy Considerations” in this prospectus.

Failure to pay principal on your notes will not constitute an event of default until maturity.

The amount of principal required to be paid to the noteholders will generally be limited to amounts available in the collection account (and the reserve account or other forms of credit or cash flow enhancement, if any).  Therefore, the failure to pay principal of your notes generally will not result in the occurrence of an event of default until the final scheduled payment date for your notes.  For additional information, you should refer to “Description of the Notes—The Indenture—Events of Default; Rights Upon Event of Default” in this prospectus.

15

Receivables that fail to comply with consumer protection laws may be unenforceable, which may result in losses on your investment.	Numerous federal and state consumer protection laws regulate consumer contracts such as the receivables.  If any of the receivables do not comply with one or more of these laws, the servicer may be prevented from or delayed in collecting the receivables.  If that happens, payments on the securities could be delayed or reduced.  The depositor, originator and servicer will make representations and warranties relating to the receivables’ compliance with law and the issuing entity’s ability to enforce the contracts.  If the depositor breaches any of these representations or warranties, the issuing entity’s sole remedy will be to require the depositor to repurchase the affected receivables.  For additional information, you should refer to “Certain Legal Aspects of the Receivables—Consumer Protection Laws” in this prospectus.
The regulatory environment in which Toyota Motor Credit Corporation operates could have a material adverse effect on its business and operating results.	As a provider of finance, insurance and other payment and vehicle protection products, Toyota Motor Credit Corporation operates in a highly regulated environment.  Federal regulatory agencies issued numerous rulemakings in 2011 and 2012 to implement various requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, but many of these rules remain in proposed form.  Agencies have issued rules establishing a comprehensive framework for the regulation of derivatives, prohibiting proprietary trading by entities affiliated with an insured depository institution, providing for the regulation of non-bank financial institutions that pose systemic risk, and requiring sponsors of asset-backed securities to retain an ownership stake in securitization transactions.  The absence of final rules, in some cases, and the complexity of some of the proposed rules make it difficult to estimate their financial, compliance or operational impacts. Accordingly, compliance with applicable law in this highly regulated and developing environment is costly and can affect operating results. Compliance requires forms, processes, procedures, controls and the infrastructure to support these requirements. Compliance may create operational constraints and place limits on pricing. Laws in the financial services industry are designed primarily for the protection of consumers.  The failure to comply could result in significant statutory civil and criminal penalties, monetary damages, attorneys’ fees and costs, possible revocation of licenses and damage to Toyota Motor Credit Corporation’s reputation, brand and valued customer relationships.
There may be potential adverse effects on the servicer, the receivables and your notes in the event any Toyota or Lexus models are subject to recalls.	Toyota Motor Sales, U.S.A., Inc. (“TMS”) has in the past and may in the future announce recalls and temporary suspensions of sales and production of certain Toyota and Lexus models.  Because TMCC’s business is substantially dependent upon the sale of Toyota and Lexus vehicles, these events or similar future events could adversely affect TMCC’s business. A decline in values of used Toyota and Lexus vehicles would have a negative effect on realized values which, in turn, could increase credit losses to TMCC.  Further, TMCC and its affiliates may be subject to litigation or governmental investigation relating to any recall-related events and may thus become subject to judgments, fines or other penalties.  These factors could have a negative effect on TMCC’s operating results and financial condition.

16

	If the demand for used Toyota or Lexus vehicles decreases due to recalls or other factors, the resale value of the vehicles related to the receivables may also decrease. As a result, the amount of proceeds received upon the liquidation or other disposition of financed vehicles may decrease.  A decrease in the level of sales, including as a result of the actual or perceived quality, safety or reliability of Toyota and Lexus vehicles, will have a negative impact on the level of TMCC’s financing volume, insurance volume, earnings assets and revenues.  The credit performance of TMCC’s dealer and consumer lending portfolios may also be adversely affected.  In addition, as a result of recalls, if any, obligors of receivables may be more likely to be delinquent in or default on payments on their receivables. If any of these events materially affect collections on the receivables securing your notes, you may experience delays in payments or principal losses on your notes if the available credit enhancement has been exhausted.
There may be potential adverse effects of  credit ratings-related matters on the servicer.	Several credit rating agencies rate the long-term corporate credit and/or debt of TMCC and its affiliates.  The credit ratings of TMCC depend, in large part, on the existence of the credit support arrangements with Toyota Financial Services Corporation and Toyota Motor Corporation (“TMC”) and on the financial condition and operating results of TMC.  If these arrangements (or replacement arrangements acceptable to the applicable rating agencies) become unavailable to TMCC, or if the credit ratings of the credit support providers were lowered, TMCC’s credit ratings would be adversely impacted. The cost and availability of financing is influenced by credit ratings, which are intended to be an indicator of the creditworthiness of a particular company, security or obligation. Credit rating agencies which rate the credit of TMC and its affiliates, including TMCC, may qualify or alter ratings at any time.  Global economic conditions and other geopolitical factors may directly or indirectly affect such ratings.  Any downgrade in the sovereign credit ratings of the United States or Japan may directly or indirectly have a negative effect on the ratings of TMC and TMCC. Downgrades or placement on review for possible downgrades could result in an increase in TMCC’s borrowing costs as well as reduced access to global unsecured debt capital markets. In addition, depending on the level of the downgrade, TMCC may be required to post an increased amount of cash collateral under certain of its derivative agreements. These factors would have a negative impact on TMCC’s competitive position, operating results and financial condition.
Funds held by the servicer that are intended to be used to make payments on the notes may be exposed to a risk of loss.	Subject to any conditions specified in the related prospectus supplement, the servicer generally may retain all payments and proceeds collected on the receivables during each collection period.  The servicer is generally not required to segregate those funds from its own accounts until the funds are deposited in the collection account on or prior to each payment date.  Until any collections or proceeds are deposited into the collection account, the servicer will be able to invest those amounts for its own benefit at its own risk.  The issuing entity and noteholders are not entitled to any amount earned on the

17

	funds held by the servicer.  If the servicer does not deposit the funds in the collection account as required on any payment date, the issuing entity may be unable to make the payments owed on your notes.
A servicer default may result in additional costs, increased servicing fees by a substitute servicer or a diminution in servicing performance, including higher delinquencies and defaults, either of which may have an adverse effect on your notes.	If a servicer default occurs, the indenture trustee or the specified noteholders in a given series of notes may remove the servicer without the consent of the owner trustee or the certificateholders.  In the event of the removal of the servicer and the appointment of a successor servicer, we cannot predict: the cost of the transfer of servicing to the successor; the ability of the successor to perform the obligations and duties of the servicer under the servicing agreement; or the servicing fees charged by the successor. In addition, the noteholders of the controlling class specified in the related prospectus supplement  have the ability, with some exceptions, to waive defaults by the servicer. Furthermore, the indenture trustee or the noteholders of the controlling class specified in the related prospectus supplement may experience difficulties in appointing a successor servicer and during any transition phase it is possible that normal servicing activities could be disrupted, resulting in increased delinquencies and/or defaults on the receivables.
Paying the servicer a fee based on a percentage of the receivables may result in the inability to obtain a successor servicer.	Because the servicer is paid its base servicing fee based on a percentage of the aggregate outstanding amount of the receivables, the fee the servicer receives each month will be reduced as the size of the pool decreases over time.  At some point, if the need arises to obtain a successor servicer, the fee that such successor servicer would earn might not be sufficient to induce a potential successor servicer to agree to service the remaining receivables in the pool.  Also if there is a delay in obtaining a successor servicer, it is possible that normal servicing activities could be disrupted during this period, resulting in increased delinquencies and/or defaults on the receivables.
The insolvency or bankruptcy of the servicer could delay the appointment of a successor servicer or reduce payments on your notes.	In the event of default by the servicer resulting solely from certain events of insolvency or the bankruptcy of the servicer, a court, conservator, receiver or liquidator may have the power to prevent either the indenture trustee or the noteholders of the controlling class specified in the related prospectus supplement from appointing a successor servicer or prevent the servicer from appointing a sub-servicer, as the case may be, and delays in the collection of payments on the receivables may occur.  Any delay in the collection of payments on the receivables may delay or reduce payments to noteholders.
Losses and delinquencies on the receivables may differ from Toyota Motor Credit Corporation’s historical loss and delinquency levels.	We cannot guarantee that the delinquency and loss levels of the receivables in the pool owned by an issuing entity will correspond to the delinquency and loss levels Toyota Motor Credit Corporation has experienced in the past on its loan portfolio.  There is a risk that delinquencies and losses could increase or decline for various reasons including changes in underwriting standards or changes in local, regional or national economies.

18

If the issuing entity enters into a currency or an interest rate swap, payments on the notes will be dependent on payments made under the swap agreement. If the issuing entity enters into a currency swap, interest rate swap or a combined currency and interest rate swap, its ability to protect itself from shortfalls in cash flow caused by currency or interest rate changes will depend to a large extent on the terms of the swap agreement and whether the swap counterparty performs its obligations under the swap.  If the issuing entity does not receive the payments it expects from the swap counterparty, the issuing entity may not have adequate funds to make all payments to noteholders when due, if ever.   If the issuing entity issues notes with adjustable interest rates, interest will be due on the notes at adjustable rates, while interest will be earned on the receivables at fixed rates.  In this circumstance, the issuing entity may enter into an interest rate swap to reduce its exposure to changes in interest rates.  An interest rate swap requires one party to make payments to the other party in an amount calculated by applying an interest rate (for example a floating rate) to a specified notional amount in exchange for the other party making a payment calculated by applying a different interest rate (for example a fixed rate) to the same notional amount.  For example, if the issuing entity issues $100 million of notes bearing interest at a floating LIBOR rate, it might enter into a swap agreement under which the issuing entity would pay interest to the swap counterparty in an amount equal to an agreed upon fixed rate on $100 million in exchange for receiving interest on $100 million at the floating LIBOR rate.  The $100 million would be the “notional” amount because it is used simply to make the calculation.  In an interest rate swap, no principal payments are exchanged.   If the issuing entity issues notes denominated in a currency other than U.S. dollars, the issuing entity will need to make payments on the notes in a currency other than U.S. dollars, as described in the related prospectus supplement.  Payments collected on the receivables, however, will be made in U.S. dollars.  In this circumstance, the issuing entity may enter into a currency swap to reduce its exposure to changes in currency exchange rates.  A currency swap requires one party to provide a specified amount of a currency to the other party at specified times in exchange for the other party providing a different currency at a predetermined exchange ratio.  For example, if the issuing entity issues notes denominated in Swiss Francs, it might enter into a swap agreement with a swap counterparty under which the issuing entity would use the collections on the receivables to pay U.S. dollars to the swap counterparty in exchange for receiving Swiss Francs at a predetermined exchange rate to make the payments owed on the notes.   In some cases, an issuing entity may enter into a currency or interest rate swap with Toyota Motor Credit Corporation as the swap counterparty.  The terms of any swap will be described in more detail in the related prospectus supplement.

19

Termination of a swap agreement and the inability to locate a replacement swap counterparty may cause termination of the issuing entity and sale of its assets.

A swap agreement may be terminated if particular events occur.  Most of these events are generally beyond the control of the issuing entity or the swap counterparty.  If an event of default under a swap agreement occurs and the indenture trustee is not able to assign the swap agreement to another party, obtain a swap agreement on substantially the same terms or is unable to establish any other arrangement consistent with the rating agencies’ criteria, the indenture trustee may terminate the swap agreement, which may result in an event of default under the related indenture if specified in the related prospectus supplement.  It is impossible to predict how long it would take to sell the assets of the issuing entity.  Some of the possible adverse consequences of a sale of the assets of the issuing entity are: the proceeds from the sale of assets under those circumstances may not be sufficient to pay all amounts owed to you; amounts available to pay you will be further reduced if the issuing entity is required to make a termination payment to the swap counterparty and such termination payments are equal or higher in priority to payments on the notes; termination of the swap agreement may expose the issuing entity to currency or interest rate risk, further reducing amounts available to pay you; the sale may result in payments to you significantly earlier than expected; and a significant delay in arranging a sale of the issuing entity’s assets could result in a delay in principal payments.  This would, in turn, increase the weighted average lives of the notes and could reduce the return on your notes. Additional information about termination of the issuing entity and sale of the issuing entity’s assets, including a description of how the proceeds of a sale would be distributed will be included in the related prospectus supplement.  Any swap agreement involves risk.  An issuing entity will be exposed to this risk should it use this mechanism.  For this reason, only investors capable of understanding these risks should invest in the notes.  You are strongly urged to consult with your financial advisors before deciding to invest in the notes if a swap is involved.

Paid-ahead simple interest contracts may affect the weighted average lives of the notes.

If an obligor on a simple interest contract makes a payment on the contract ahead of schedule (for example, because the obligor intends to go on vacation), the weighted average life of the notes could be affected. This is because the additional scheduled payments will be treated as a principal prepayment and applied to reduce the principal balance of the related contract and the obligor will generally not be required to make any scheduled payments during the period for which it was paid ahead. During this paid ahead period, interest will continue to accrue on the principal balance of the contract, as reduced by the application of the additional scheduled payments, but the

20

	obligor’s contract would not be considered delinquent during this period. While the servicer may be required to make interest advances during this period, no principal advances will be made. Furthermore, when the obligor resumes his required payments, the payments so paid may be insufficient to cover the interest that has accrued since the last payment by the obligor. This situation will continue until the regularly scheduled payments are once again sufficient to cover all accrued interest and to reduce the principal balance of the contract. The payment by the issuing entity of the paid ahead principal amount on the notes will generally shorten the weighted average lives of the notes. However, depending on the length of time during which a paid ahead simple interest contract is not amortizing as described above, the weighted average lives of the notes may be extended. In addition, to the extent the servicer makes advances on a paid ahead simple interest contract which subsequently goes into default, the loss on this contract may be larger than would have been the case had advances not been made because liquidation proceeds for the contract will be applied first to reimburse the servicer its advances. Toyota Motor Credit Corporation’s portfolio of retail installment sales contracts has historically included simple interest contracts which have been paid ahead by one or more scheduled monthly payments. There can be no assurance as to the number of contracts in the issuing entity which may become paid ahead simple interest contracts as described above or the number or the principal amount of the scheduled payments which may be paid ahead.
The ratings for the notes may be lowered or withdrawn at any time and do not consider the suitability of the notes for you.	The ratings assigned to the notes by any rating agency will be based on, among other things, the adequacy of the assets of the issuing entity, any credit enhancement for a series of notes and any other information such rating agency considers material to such determination.  A security rating is not a recommendation to buy, sell or hold the notes.  The rating considers only the likelihood that the issuing entity will pay interest on time and will ultimately pay principal in full or make full distributions of note balances.  Ratings on the notes do not address the timing of distributions of principal on the notes prior to their applicable final scheduled payment date.  The ratings do not consider the prices of the notes or their suitability to a particular investor.  The ratings may be lowered or withdrawn at any time.  If any rating agency changes its rating or withdraws its rating, no one has an obligation to provide additional credit enhancement or to restore the original rating.
The rating of a swap counterparty or the issuer of demand notes may affect the ratings of the notes.	If an issuing entity enters into a swap or invests in Toyota Motor Credit Corporation demand notes, any rating agencies rating the notes will consider the provisions of the swap agreement or the demand notes and any ratings assigned to the swap counterparty and Toyota Motor Credit Corporation, as issuer of the demand notes in rating the notes.  Toyota Motor Credit Corporation may also be the swap counterparty.  A downgrade, suspension or withdrawal of the rating of the debt of Toyota Motor Credit Corporation by any rating agency may result in the downgrade, suspension or withdrawal of the rating

21

	assigned by that rating agency to any class (or all classes) of notes.  A downgrade, suspension or withdrawal of the rating assigned by any rating agency to a class of notes would likely have adverse consequences on their liquidity or market value. To provide some protection against the adverse consequences of a downgrade, the swap counterparty will be required to take one of the following actions if any rating agency rating its debt reduces its debt ratings below certain levels: collateralize its obligations under the swap agreement; assign the swap agreement to another party with a better debt rating; obtain a replacement swap agreement on substantially the same terms as the swap agreement; or establish any other arrangement satisfactory to any rating agencies rating the notes. If Toyota Motor Credit Corporation is the swap counterparty, it may be able to cure the effects of a downgrade by taking the actions described above.  However, if Toyota Motor Credit Corporation is both the demand note issuer and the swap counterparty, these actions may not be sufficient to prevent a downgrade of the ratings of the notes. Any currency or interest rate swap or demand notes involve a degree of counterparty credit risk.  An issuing entity will be exposed to this risk should it use any of these mechanisms.  For this reason, only investors capable of understanding these risks should invest in the notes.  You are strongly urged to consult with your financial advisors before deciding to invest in the notes if a swap or demand notes are involved.
The rating of a third party credit enhancement provider may affect the ratings of the notes.	If an issuing entity enters into any third party credit enhancement arrangement, any rating agencies rating the issuing entity’s notes will consider the provisions of the arrangement and any rating of any third party credit enhancement provided.  If any rating agency rating the notes downgrades the debt rating of any third party credit provider, it is also likely to downgrade the rating of the notes.  Any downgrade in the rating of the notes could have severe adverse consequences on their liquidity or market value.
Dependence on a revolving liquidity note to fund certain shortfalls presents counterparty risk, risk of change of yields of the notes and risk of loss in connection with breach of funding obligation.	General.  If an issuing entity enters into a revolving liquidity note agreement, any rating agencies rating the issuing entity’s notes will consider the provisions of the revolving liquidity note and any rating of the holder of the revolving liquidity note in rating the notes.  Toyota Motor Credit Corporation may be the holder of the revolving liquidity note.  If any rating agency rating the notes downgrades the debt rating of the holder of the revolving liquidity note, it is also likely to downgrade the rating of the notes.  Any downgrade in the rating of the notes could have severe adverse consequences on their liquidity or market value.

22

Counterparty Risk; Performance Risk.  The amounts available to the issuing entity to pay interest and principal of the notes may depend in part on the operation of the revolving liquidity note agreement and the performance of the obligations of the holder of the revolving liquidity note under the revolving liquidity note agreement. On any payment date on which available collections are insufficient to fund payments of interest on and principal of the notes, the issuing entity may be dependent on receiving payments from the holder of the revolving liquidity note, to make payments on the notes to the extent there are no amounts, or insufficient amounts, then on deposit in the reserve account to fund the shortfalls.  If the holder of the revolving liquidity note fails to fund any requested draw, the amount of credit enhancement available in the current or any future period may be reduced and you may experience delays and/or reductions in the interest and principal payments on your notes.  This is particularly true because these funding obligations could arise under circumstances where there are no amounts on deposit in the reserve account and current collections are insufficient to fund the shortfalls or to start making deposits into the reserve account to be available to make payments in future periods.  A failure by the holder of the revolving liquidity note to fund draws will cause you to experience delays and/or reductions in interest and principal payments on your notes. Investors should make their own determinations as to the likelihood of performance by the holder of the revolving liquidity note of its obligations under the revolving liquidity note agreement. An event of default may affect weighted average life and yield.  If the holder of the revolving liquidity note defaults on its obligation to fund the entire undrawn amount of the revolving liquidity note in connection with a downgrade or breach of funding obligation, this default may constitute an event of default that will cause the priority of payments of all notes to change.  Thereafter, all classes of notes may be exposed to the risk of additional shortfalls and losses, and, even if sufficient collections are thereafter available to fund payment in full of all classes of notes, this change in the priority of payments will change the timing of the repayment in full relative to the respective final scheduled payment dates of each class, with corresponding negative effects on the yields to the holders of each class.

Proceeds of the liquidation of the assets of the related issuing entity may not be sufficient to pay your notes in full.

If so directed by the holders of the requisite percentage of outstanding notes of a series (or, if so specified in the related prospectus supplement, the requisite percentage of outstanding notes of the controlling class of a series), following an acceleration of the notes upon an event of default, the indenture trustee will liquidate the assets of the issuing entity only in limited circumstances.  However, there is no assurance that the amount received from liquidation will be equal to or greater than the aggregate principal amount of the notes.  Therefore, upon an event of default, there can be no assurance that sufficient funds will be available to repay you in full.  This deficiency will be

23

	more severe in the case of any notes where the aggregate principal amount of the notes exceeds the aggregate principal balance of the receivables.
The purchase of additional receivables after the closing date may adversely affect the characteristics of the receivables held by the issuing entity or the average life of and rate of return on the notes.	If so specified in the related prospectus supplement, an issuing entity may use amounts on deposit of principal collections received on its receivables to purchase additional receivables from the depositor after the related closing date during a specified revolving period.  All additional receivables purchased from the depositor must meet the selection criteria applicable to the receivables purchased by the issuing entity on the closing date.  The credit quality of the additional receivables may be lower than the credit quality of the initial receivables, however, and could adversely affect the performance of the related receivables pool.  In addition, the rate of prepayments on the additional receivables may be higher than the rate of prepayments on the initial receivables, which could reduce the average life of and rate of return on your notes.  You will bear all reinvestment risk associated with any prepayment of your notes.
Because the notes are in book entry form, your rights can only be exercised indirectly.	Because the notes will be issued in book entry form, you will be required to hold your interest in the notes through The Depository Trust Company in the United States, or Clearstream Banking, société anonyme or the Euroclear Bank S.A./N.V, as operator for the Euroclear System or their successors or assigns. Transfers of interests in the notes within The Depository Trust Company, Clearstream Banking, société anonyme or the Euroclear System must be made in accordance with the usual rules and operating procedures of those systems. So long as the notes are in book entry form, you will not be entitled to receive a definitive note representing your interest. The notes will remain in book entry form except in the limited circumstances described under “Certain Information Regarding the Notes—Book Entry Registration” in the related prospectus supplement. Unless and until the notes cease to be held in book entry form, the indenture trustee will not recognize you as a “noteholder,” as the term is used in the indenture. As a result, you will only be able to exercise the rights of noteholders indirectly through The Depository Trust Company (if in the United States) and its participating organizations, or Clearstream Banking, société anonyme and the Euroclear Bank S.A./N.V, as operator for the Euroclear System and their participating organizations. Holding the notes in book entry form could also limit your ability to pledge your notes to persons or entities that do not participate in The Depository Trust Company, Clearstream Banking, société anonyme or the Euroclear System and to take other actions that require a physical certificate representing the notes. Interest and principal on the notes will be paid by the issuing entity to The Depository Trust Company as the record holder of the notes while they are held in book entry form. The Depository Trust Company will credit payments received from the issuing entity to the accounts of its participants which, in turn, will credit those amounts to noteholders either directly or indirectly through indirect participants. This process may delay your receipt of principal and interest payments from the issuing entity.

24

The inability to acquire subsequent receivables may result in possible prepayments on the notes.

If so disclosed in the related prospectus supplement, an issuing entity may agree to buy additional receivables from the depositor after the closing date.  The number of receivables that the depositor has to sell depends on its ability to acquire additional receivables which, in turn, is affected by, among other things, the number of financed vehicles sold.  The number of financed vehicles sold is affected by a variety of factors, including interest rates, unemployment levels, the rate of inflation and consumer perception of economic conditions generally.  If the full amount deposited on the closing date for the purpose of purchasing additional receivables from the depositor cannot be used for that purpose during the specified period, all remaining monies will be applied as a mandatory prepayment of a designated class or classes of notes.  For additional information, you should refer to“The Receivables Pools—Prefunding” in this prospectus.

The amounts received upon disposition of the financed vehicles may be adversely affected by a variety of factors, including  discount pricing incentives, marketing incentive programs and other used car market factors which may increase the risk of loss on your notes.

The market for used Toyota or Lexus vehicles could be adversely affected by factors such as governmental action, changes in consumer demand, styling changes (including future plans for new Toyota and Lexus product introductions), recalls, the actual or perceived quality, safety or reliability of Toyota and Lexus vehicles, used vehicle supply (such as an overabundance of used cars in the marketplace), the level of current used vehicle values, fuel prices, new vehicle pricing, new vehicle incentive programs, new vehicle sales, increased competition, decreased or delayed new vehicle production due to natural disasters, supply chain interruptions or other events and economic conditions generally. Any such adverse change could result in reduced proceeds upon the liquidation or other disposition of financed vehicles, and therefore could result in reduced proceeds on defaulted receivables.  If losses on the receivables exceed the credit enhancement available for your series of notes, you may suffer a loss on your investment. Discount pricing incentives or other marketing incentive programs on new cars by TMS, TMCC or by their competitors that effectively reduce the prices of new cars may have the effect of reducing demand by consumers for used cars.  Additionally, the pricing of used vehicles is affected by the supply and demand for those vehicles, which, in turn, is affected by consumer tastes, economic factors (including the price of gasoline), the introduction and pricing of new car models, the actual or perceived quality, safety or reliability of vehicles and other factors.  The reduced demand for used cars resulting from discount pricing incentives or other marketing incentive programs introduced by TMS, TMCC or any of their competitors or other factors may reduce the prices consumers will be willing to pay for used cars, including vehicles that secure the receivables. As a result, the proceeds received by the issuing entity upon any repossession of financed vehicles may be reduced and may not be sufficient to pay the underlying receivables. The servicer manages the market for used Toyota and Lexus vehicles through certain programs described herein, but there can be no assurance that such efforts will continue to be successful.

25

The return on the notes could be reduced by shortfalls due to the Servicemembers Civil Relief Act. The Servicemembers Civil Relief Act, as amended (the “Relief Act”), provides, and similar laws of many states may provide, relief to obligors who enter active military service (including national guard members) and to obligors in reserve status who are called to active duty after the origination of their receivables. Current U.S. military operations, including in the Middle East, the instability of Afghanistan and rising tensions in other regions such as Korea, Libya and Iran may continue to involve military operations that will increase the number of citizens who have been called or will be called to active duty.  The Relief Act provides, generally, that an obligor who is covered by the Relief Act may not be charged interest on the related receivable in excess of 6% per annum during the period of the obligor’s active duty.  These shortfalls are not required to be paid by the obligor at any future time.  The servicer is not required to advance these shortfalls as delinquent payments.  Any resulting shortfalls in interest or principal will reduce the amount available for distribution, on your notes.  Any such interest shortfall will be paid in subsequent periods to the extent of available funds before payments of principal are made on the notes and may result in extending the anticipated maturity of your class of notes or possibly result in a loss in the absence of sufficient credit enhancement.   The Relief Act also limits the ability of the servicer to repossess the financed vehicle securing a receivable during the related obligor’s period of active duty and, in some cases, may require the servicer to extend the maturity of the receivable, lower the monthly payments and readjust the payment schedule for a period of time after the completion of the obligor’s military service.   In addition, the servicer may elect to reduce the interest rate on receivables affected by the application of the Relief Act to a rate that is lower than the maximum rate prescribed by the application of the Relief Act and may readjust the payment schedule for any receivable that is affected by the application of the Relief Act until the maturity of the receivable.   The servicer may also elect to pay off the existing receivable and have the related obligor enter into a new loan reflecting the payment terms permissible under the Relief Act.  In this case, the servicer would deposit an amount equal to the remaining outstanding principal balance of the original receivable into the related collection account and remove such receivable from the related issuing entity.   In addition, pursuant to laws of various states, payments on retail installment sales contracts or installment loans, such as the receivables by residents in those states who are called into active duty with the National Guard or the reserves, will be deferred under certain circumstances. These state laws may also limit the ability of the servicer to repossess the financed vehicle securing a receivable.   As a result of the Relief Act and similar state legislation or regulations and as a result of the servicer’s ability to further  

26

lower the interest rate on the affected receivables, there may be delays or reductions in payment of, and increased losses on the receivables and you may suffer a loss on your notes.

We do not know how many receivables have been or may be affected by the application of the Relief Act.

27

THE SPONSOR, ADMINISTRATOR, SERVICER AND ISSUER OF THE TMCC DEMAND NOTES

Toyota Motor Credit Corporation (“TMCC”) was incorporated in California in 1982, and commenced operations in 1983.  The address of TMCC’s principal executive offices is 19001 South Western Avenue, Torrance, California 90501.  TMCC is owned by Toyota Financial Services Americas Corporation, a California corporation, which is a wholly owned subsidiary of Toyota Financial Services Corporation, a Japanese corporation (“TFSC”).  TFSC, in turn, is a wholly owned subsidiary of Toyota Motor Corporation, a Japanese corporation (“TMC”).  TFSC manages TMC’s worldwide finance operations.  TMCC is marketed under the brands of Toyota Financial Services and Lexus Financial Services.

TMCC provides a variety of finance and insurance products to authorized Toyota, Lexus and Scion vehicle dealers or dealer groups and, to a lesser extent, other domestic and import franchise dealers and their customers (collectively, the “Dealers”).  The Dealers will originate, and TMCC will purchase, the Receivables in the ordinary course of business pursuant to dealer agreements (the “Dealer Agreements”).  TMCC’s products fall primarily into the following categories:

· Finance – TMCC acquires a broad range of retail finance products including retail installment sales contracts (or “retail contracts”) in the United States and Puerto Rico and leasing contracts accounted for as either direct finance leases or operating leases (or “lease contracts”) from vehicle and industrial equipment dealers in the United States.  TMCC also provides dealer financing, including wholesale financing (also referred to as floorplan financing), term loans, revolving lines of credit and real estate financing to vehicle and industrial equipment dealers in the United States and Puerto Rico.

· Insurance – Through a wholly owned subsidiary, TMCC provides marketing, underwriting, and claims administration related to covering certain risks of vehicle dealers and their customers in the United States.  TMCC also provides coverage and related administrative services to certain affiliates in the United States.

TMCC primarily acquires retail contracts, lease contracts and insurance contracts from vehicle dealers through 30 dealer sales and services offices (“DSSOs”) and services the contracts through three regional customer service centers (“CSCs”) located throughout the United States (“U.S.”).  Contract acquisition and servicing for commercial vehicles and industrial equipment dealers are performed at TMCC’s headquarters in Torrance, California.  The DSSOs primarily support vehicle dealer financing needs by providing services such as acquiring retail and lease contracts from vehicle dealers, financing inventories, and financing other dealer activities and requirements such as business acquisitions, facilities refurbishment, real estate purchases and working capital requirements.  The DSSOs also provide support for TMCC’s insurance products sold in the United States.  The CSCs support customer account servicing functions such as collections, lease terminations, and administration of both retail contract customer and lease contract customer accounts.  The Central region CSC also supports insurance operations by providing customer service, claims processing and other administrative services.

Underwriting of Motor Vehicle Retail Installment Sales Contracts

TMCC purchases retail installment sales contracts secured by new or used automobile and light duty trucks from Dealers located throughout the U.S. (excluding Hawaii) and Puerto Rico.  Dealers originate these Receivables in accordance with TMCC’s requirements as specified in existing agreements between TMCC and the Dealers.  The Receivables are purchased in accordance with TMCC’s underwriting guidelines.  TMCC acquires possession of the retail installment sales contracts from Dealers and generally converts such retail installment sales contracts to electronic form and maintains control of the electronic copies.  TMCC uses a proprietary credit scoring system to evaluate an applicant’s risk profile.  Factors used by the credit scoring system (based on the applicant’s credit history) include the term of the contract, ability to pay, debt ratios, amount financed relative to the value of the vehicle to be financed and credit bureau attributes, such as number of trade lines, utilization ratio, and number of credit inquiries.

28

Applications are received by TMCC either from Dealers or directly from customers.  Applications received from Dealers include the applicant’s name, address, residential status, source and amount of monthly income and amount of monthly rent or mortgage payment.  In 2011, TMCC completed its transition to a new online loan origination system (“carLOS”) for contract acquisition from the previous system (“OSCAR”).  The expected benefits of the new carLOS include enhanced decisioning and discounting functionality.  In addition, customers can transmit applications online through TMCC’s website to request a pre-qualification letter to be given to the dealer that specifies the maximum amount which may be financed.  Applications received from customers also include the applicant’s name, address, residential status, source and amount of monthly income and amount of monthly rent or mortgage payment.  Upon receipt of the credit application, both OSCAR and carLOS automatically generate and transmit credit bureau requests to one or more of the major credit bureaus, which provide a credit report to TMCC.

Credit applications are then subject to systematic evaluation.  Both OSCAR and carLOS evaluate each application to determine if it qualifies for auto-decisioning.  Both systems distinguish this type of applicant by specific requirements and decision the application without manual intervention.  OSCAR and carLOS first review the application for compliance with TMCC credit policies (such as OFAC, social security, fraud, identity theft and address discrepancies) and then review selected factors of the application in a matrix.  These factors include FICO and internal credit scores, payment-to-income ratios, loan-to-value ratio, full credit history, term and new versus used status.  carLOS sends specific credit scoring attributes of an application (such as delinquency history, number of vehicles financed and utilization ratio) to an external decision engine that mirrors what was previously done internally within OSCAR.  The external decision engine can reflect changes to TMCC’s credit scorecards and decisioning strategies more easily than OSCAR.  In both systems, typically, the highest quality credit applications are decisioned automatically.  The automated approval process approves only the applicant’s credit eligibility.  Automated approval does not assign a tier; rather, the tier that is assigned is associated with the applicant’s credit score.  carLOS has the capability of performing automated declines of applications, typically those which are the most risky and of the lowest quality of credit applications received.  The automated declines consider factors including term, amount of advance, payment to income ratio and FICO score.

Credit analysts (located at the DSSOs) approve or reject all credit applications that were not auto-declined or auto-approved.  Failure to be automatically approved through auto-decisioning does not mean that an application does not meet TMCC’s underwriting guidelines.  In certain cases, a credit analyst may also approve an application that has been the subject of an automated decline under carLOS, and subsequently restructured and resubmitted.

Credit analysts are assigned approval levels for maximum amount financed, maximum percentage advanced, payment-to-income ratio, and maximum term.  More senior personnel approve any applications that exceed the analysts’ approval level.  Purchasing standards are not strict limits or requirements and may be overridden for a number of compensating reasons determined in the judgment of the analyst or more senior personnel evaluating the application, including demonstrated ability to pay, strong credit history, and prior favorable TMCC financing experience with the applicant.

A credit analyst decisions applications based on an evaluation that considers an applicant’s creditworthiness and may consider an applicant’s projected ability to meet the monthly obligation, which is derived, among other things, from the amount financed and the term.  TMCC’s proprietary scoring system assists the credit analyst in the credit review process.  The system calculates and assigns a payment probability and a credit grade.  To calculate the payment probability, key data from credit bureaus are combined with data from customer applications, including ratios such as vehicle payment to income and total debt payments to income.  These and other factors are weighted by a statistically validated credit scoring process to produce the payment probability and credit grade.

A credit analyst will verify information contained in the credit application if the application presents an elevated level of credit risk.  At any time during the credit decisioning process, the credit analyst may elect to counter the offer to extend credit.  A countered credit decision is a credit application that could be purchased upon satisfaction of modified contract terms not originally submitted by the Dealer.

The final credit decision is made based upon the degree of credit risk perceived by the credit analyst after assessing the strengths and weaknesses of the application.  If an application is conditionally approved or rejected, the Dealer is notified of the conditions required for the approval or reasons for rejection.  Additionally, an Equal Credit Opportunity Act adverse action notice is sent to the customer specifying the reasons for modification or

29

rejection of the application for credit.  When a customer application is approved, the Dealer is required to submit specific contract documentation to the DSSO in accordance with TMCC procedures.

TMCC utilizes a tiered pricing program for retail installment sales contracts.  The program matches contract interest rates with customer risk as defined by TMCC’s scoring model and other factors for a range of price and risk combinations.  Each application is assigned a credit tier.  Rates vary based on credit tier, term and collateral, including whether a new or used vehicle is being financed.  In addition, special rates may apply as a result of promotional activities.  TMCC reviews and adjusts rates regularly based on competitive and economic factors and distributes the rates, by tier, to Dealers.

TMCC regularly reviews and analyzes its portfolio of Receivables to evaluate the effectiveness of its underwriting guidelines and purchasing criteria.  If external economic factors, credit loss or delinquency experience, market conditions or other factors change, TMCC may adjust its underwriting guidelines and purchasing criteria in order to change the asset quality of its portfolio or to achieve other goals and objectives.  Any adjustments to TMCC’s underwriting guidelines or purchasing criteria will be described in the related Prospectus Supplement.

TMCC’s retail installment sales contracts require Obligors to possess physical damage insurance and to provide evidence of such insurance upon TMCC’s request.  The terms of each Receivable allow, but do not require, TMCC to obtain any such coverage on behalf of the Obligor.  In accordance with its normal servicing procedures, TMCC currently does not obtain insurance coverage on behalf of the Obligor.

Beginning in 2011, TMCC began to engage a number of dealers in the United States in electronic contracting.  To the extent electronic contracts are a substantial part of the pool of receivables related to a series of notes, the electronic contracting systems will be described in the related Prospectus Supplement.

Servicing of Motor Vehicle Retail Installment Sales Contracts

TMCC is the servicer of the Receivables (in such capacity, the “Servicer”).  Each of the three customer service centers services the finance contracts using the same servicing system and procedures, for all open accounts.  Centralized units monitor bankruptcy administration, post-charge-off collection and recovery.  The collection department manages the liquidation of each Receivable.  TMCC considers an Obligor to be past due if less than 90% of a regularly scheduled payment is received by the due date.  TMCC uses an on line collection and auto dialer system that prioritizes collections efforts, generates past due notices and signals TMCC collections personnel to make telephone contact with delinquent Obligors.  Collection efforts are based on behavioral scoring models (which analyze borrowers’ past payment performance, vehicle valuation and credit scores to predict future payment behavior).  TMCC generally determines whether to commence repossession efforts after a Receivable is 60 days past due.  Repossessed vehicles are held in inventory to comply with statutory requirements and then sold at private auctions, unless public auctions are required by applicable law.  Any unpaid amounts remaining after sale or after full charge-off are pursued by TMCC to the extent practical and legally permitted.  For additional information, you should refer to “Certain Legal Aspects of the Receivables—Deficiency Judgments and Excess Proceeds” in this prospectus.  Collections of deficiencies are administered at a centralized facility.  TMCC’s policy is to charge-off a finance contract in its servicing system as soon as disposition of the vehicle has been completed and sales proceeds have been received, but TMCC may in some circumstances charge-off a finance contract prior to repossession.  In the case of uncollectible accounts, charge-off of a finance contract will occur prior to repossession.  When repossession and disposition of the collateral has not been completed, TMCC’s policy is to charge-off the account as soon as TMCC determines that the vehicle cannot be recovered, but not later than when the contract is 120 days delinquent.  Prior to the fourth quarter of the fiscal year ended March 31, 2010, a vehicle lease contract or retail installment sales contract was considered contractually delinquent when it was 150 days past due.  Beginning with the fourth quarter of the fiscal year ended March 31, 2010, TMCC changed its charge-off policy so that contracts were charged-off at 120 days past due rather than 150 days past due.  This change resulted in an increase in charge-offs in respect of vehicle leases and retail installment sales contracts of $38 million for the quarter ended March 31, 2010.

As described in each Sale and Servicing Agreement, the Servicer is generally obligated to manage, service, administer and make collections on the Receivables with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to comparable automotive receivables that it services for itself or others (“Customary Servicing Practices”).  As part of its Customary Servicing Practices, the Servicer may implement new

30

programs, whether on an intermediate, pilot or permanent basis, or on a regional or nationwide basis, or modify its standards, policies and procedures as long as, in each case, the Servicer implements such programs or modifies its standards, policies and procedures in respect of comparable assets serviced for itself in the ordinary course of business.  For example, the Servicer has in the past granted deferrals, extensions and other administrative relief to obligors living in areas affected by natural disasters.

As also described in each Sale and Servicing Agreement, the Servicer may, in accordance with its Customary Servicing Practices, waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing the Receivables.  In addition, to the extent provided in each Sale and Servicing Agreement, the Servicer also will be authorized to offer and grant extensions, rebates or adjustments on a Receivable in accordance with its Customary Servicing Practices, without the prior consent of the owner trustee, indenture trustee or any registered holder of the Securities (each, a “Securityholder”), subject to the terms described under “Description of the Transfer and Servicing Agreements—Servicing Procedures” in this prospectus.

Securitization Experience

TMCC utilizes the asset-backed securities markets as a complement to its core unsecured funding programs, to secure an alternate source of liquidity, and to gain access to a unique investor base. TMCC currently maintains a shelf registration statement (with the depositor listed as the registrant) with the SEC relating to the issuance of securities secured by retail finance receivables.  Additional information regarding TMCC’s securitization experience will be described under “The Sponsor, Administrator and Servicer” in the related Prospectus Supplement.

TMCC indirectly originates all Receivables in each asset pool to be securitized in the ordinary course of its business.  For additional information regarding the selection criteria used in selecting the asset pool to be securitized, you should refer to “The Receivables Pools” in this prospectus.  TMCC engages one of the selected underwriters of the related securities to assist in structuring the transaction based on the forecasted cash flows of the pool and to determine class sizes and average lives based on current market conditions.

THE DEPOSITOR

Toyota Auto Finance Receivables LLC (“TAFR LLC” or the “Depositor”) was formed in the State of Delaware on December 22, 2000, as a wholly owned, limited purpose subsidiary of Toyota Motor Credit Corporation. The principal executive offices of the Depositor are located at 19851 S. Western Avenue EF 12, Torrance, California, 90501, Attn: President, and its telephone number is (310) 468-7333.

The Depositor was organized primarily for the purpose of acquiring installment sales contracts similar to the Receivables and associated rights from TMCC, selling the Receivables and installment sales contracts similar to the Receivables to an Issuing Entity, causing the issuance of securities similar to the notes and certificates and engaging in related transactions.  Initially, the Depositor will also own the Certificate issued by the Issuing Entity.  TAFR LLC’s limited liability company agreement limits the Depositor’s activities to the purposes indicated above and to any activities incidental to and necessary for such purposes (including repurchase obligations for breaches of representations and warranties regarding Receivables).  Other than the obligation to obtain the consent of the holder of record of the Certificates (the “Certificateholder”) with respect to amendments to the related trust agreement or other consent rights given to the holder of the residual interest in the related Issuing Entity, the Depositor will have no ongoing duties with respect to each Issuing Entity.

The limited liability company agreement of the Depositor includes requirements for independent directors, extensive corporate separateness covenants and restrictions on its permitted corporate functions (including on its ability to borrow money or incur debts), all of which are designed to prevent the consolidation of the assets of the Depositor with those of any of TMCC, any of its affiliates or of the related Issuing Entities in the event of a bankruptcy or insolvency proceeding of TMCC, such other affiliated entity or the related Issuing Entities.

THE ISSUING ENTITY

The Depositor will establish each issuing entity (each, an “Issuing Entity”) pursuant to a Trust Agreement (as amended and supplemented from time to time, the “Trust Agreement”).

31

The terms of each series of notes (the “Notes”) or certificates (the “Certificates” and, together with the Notes, the “Securities”) issued by each Issuing Entity, and additional information concerning the assets of each Issuing Entity and any applicable credit enhancement will be described in a supplement to this prospectus (a “Prospectus Supplement”).

The Issuing Entity for each series will not engage in any activity other than:

(i) issuing the Notes and the Certificates;

(ii) entering into and performing its obligations under any currency exchange rate or interest rate swap agreement between the Issuing Entity and a counterparty;

(iii) acquiring the Receivables and the other assets of the Issuing Entity from the Depositor in exchange for the Notes and the Certificates;

(iv) assigning, granting, transferring, pledging, mortgaging and conveying the Issuing Entity’s property pursuant to the related Indenture;

(v) managing and distributing to the holders of the Certificates any portion of the Issuing Entity’s property released from the lien of the related Indenture;

(vi) entering into and performing its obligations under the financing documents;

(vii) engaging in other activities that are necessary, suitable or convenient to accomplish the activities listed in clauses (i) through (vi) above or are incidental to or connected with those activities;

(viii) engaging in any other activities as may be required, to the extent permitted under the related financing documents, to conserve the Issuing Entity’s property and the making of distributions to the holders of the Notes and Certificates; and

(ix) engaging in ancillary or related activities as specified in the related Prospectus Supplement.

Each Issuing Entity will be structured as a bankruptcy remote, special purpose entity.  Each Sale and Servicing Agreement, Trust Agreement, Indenture, Receivables Purchase Agreement and Administration Agreement (collectively, the “Transfer and Servicing Agreements”) will contain a non-petition clause, whereunder all applicable parties covenant not to institute any bankruptcy or insolvency proceedings (or take any related actions) against either the applicable Issuing Entity or the Depositor at any time in connection with any obligations relating to the related Notes or any of the Transfer and Servicing Agreements.

For additional information regarding permissible activities of or restrictions on each Issuing Entity, you should refer to “Description of the Notes—The Indenture—Certain Covenants” in this prospectus.

THE ISSUING ENTITY PROPERTY

The property of each Issuing Entity will include a pool (a “Receivables Pool”) of retail installment sales contracts (the “Receivables”) between Dealers and the obligors (the “Obligors”) of new and used automobiles and light duty trucks (the “Financed Vehicles”) and all payments due on such Receivables on and after the applicable cutoff date (the “Cutoff Date”), as specified in the related Prospectus Supplement.  The Dealers will originate, and TMCC will purchase, the Receivables of each Receivables Pool in the ordinary course of business pursuant to Dealer Agreements.  On the applicable Closing Date, TMCC will transfer the Receivables to the Depositor and the Depositor will sell the Receivables comprising the related initial Receivables Pool to the Issuing Entity pursuant to the related Sale and Servicing Agreement among the Depositor, the Servicer and the Issuing Entity (as amended and supplemented from time to time, the “Sale and Servicing Agreement”); provided that if so specified in the related Prospectus Supplement, subsequent sales of additional Receivables by the Depositor may occur during a Revolving Period or Prefunding Period.

32

The property of each Issuing Entity will also include (i) such amounts as from time to time may be held in separate accounts established and maintained by the Servicer or Depositor with the indenture trustee pursuant to the related Sale and Servicing Agreement; (ii) security interests in the vehicles financed by the Receivables (the “Financed Vehicles”) and any accessions thereto; (iii) the rights to proceeds from claims on certain physical damage, credit life and disability insurance policies covering the Financed Vehicles or the Obligors, as the case may be; (iv) the right of the Depositor to receive any proceeds from Dealer Recourse, if any, on Receivables or Financed Vehicles; (v) the rights of the Depositor under the Sale and Servicing Agreement; (vi) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that will have secured a Receivable and that will have been repossessed by or on behalf of the applicable Issuing Entity; and (vii) any and all proceeds of clauses (i) through (vi) above.  Various forms of credit enhancement may be used to provide credit enhancement for the benefit of holders of the related Securities, including a Yield Maintenance Account or a Reserve Account.  The property of the Issuing Entity is referred to herein as the “Trust Estate.”

If so specified in the related Prospectus Supplement, the Issuing Entity property may also include the rights of the Issuing Entity and powers of the applicable trustee under the Swap Agreement, and the amounts payable to the Issuing Entity under the Swap Agreement, and the rights of the Issuing Entity and the powers of the related trustee under the Revolving Liquidity Note Agreement, and the amounts so funded by the holder of the Revolving Liquidity Note under such Revolving Liquidity Note Agreement.

If so specified in the related Prospectus Supplement, TMCC Demand Notes will be issued by Toyota Motor Credit Corporation and purchased by the related Issuing Entity.  The TMCC Demand Notes will be unsecured general obligations of Toyota Motor Credit Corporation and will rank equally with all other outstanding unsecured and unsubordinated debt of Toyota Motor Credit Corporation.  For additional information regarding the TMCC Demand Notes, you should refer to “TMCC Demand Notes” in this prospectus and, if applicable, in the related Prospectus Supplement.

THE OWNER TRUSTEE AND THE INDENTURE TRUSTEE

An owner trustee for each Issuing Entity and an indenture trustee under any Indenture pursuant to which Notes are issued will be specified in the related Prospectus Supplement.  An owner trustee’s or indenture trustee’s liability in connection with the issuance and, if applicable, the sale of the related Securities is limited solely to the express obligations of such owner trustee or indenture trustee described in the related Trust Agreement, and/or Sale and Servicing Agreement or Indenture, as applicable.  An owner trustee or indenture trustee may resign at any time by so notifying the Issuing Entity, in which event the Servicer, or its successor, will be obligated to appoint a successor thereto.  Any rating agency engaged by TMCC to rate the Notes of a series (each, a “Rating Agency”) will also be notified of such resignation.  The administrator of an Issuing Entity may also remove an owner trustee or indenture trustee that ceases to be eligible to continue in such capacity under the related Trust Agreement or the Indenture or becomes insolvent or legally unable to act.  In such circumstances, the Servicer or the administrator, as the case may be, will be obligated to appoint a successor thereto.  Any resignation or removal of an owner trustee and appointment of a successor owner trustee will not become effective until acceptance of the appointment by the successor owner trustee pursuant to the Trust Agreement.  No resignation or removal of the indenture trustee and no appointment of a successor indenture trustee will become effective until the acceptance of appointment by the successor indenture trustee pursuant to the Indenture.

The Issuing Entity will cause the administrator to indemnify the indenture trustee against any and all loss, liability or expense (including attorneys’ fees and expenses) incurred by it in connection with the administration of the applicable Issuing Entity and the performance of its duties under the Indenture, the Sale and Servicing Agreement or any other Transfer and Servicing Agreement. The indenture trustee will notify the Issuing Entity and the administrator promptly of any claim for which it may seek indemnity; provided, that, failure by the indenture trustee to provide such notification will not relieve the Issuing Entity or the administrator of its obligations under the Indenture if no prejudice to the Issuing Entity or the administrator will have resulted from such failure.  Neither the Issuing Entity nor the administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the indenture trustee through the indenture trustee’s own willful misconduct, negligence or bad faith.

33

WHERE YOU CAN FIND MORE INFORMATION ABOUT YOUR NOTES

The Issuing Entity—The indenture trustee will provide to Noteholders (which will be Cede & Co. as the nominee of DTC unless Definitive Notes are issued under the limited circumstances described in this prospectus) unaudited monthly and annual reports concerning the Receivables and certain other matters.  For additional information, you should refer to “Certain Information Regarding the Notes—Reports to Securityholders” and “Description of the Transfer and Servicing Agreements—Evidence as to Compliance” in this prospectus.  If and for so long as any Notes are listed on an exchange and the rules of such exchange so require, each such report (including a statement of the outstanding principal amount of each class of Notes) also will be delivered to such exchange on the related Payment Date or other date for delivery of such reports.  Copies of such reports may be obtained at no charge at the offices specified in the related Prospectus Supplement.

The Depositor—Toyota Auto Finance Receivables LLC, as Depositor, has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933 (the “Securities Act”) of which this prospectus forms a part.  The Registration Statement is available for inspection without charge at the public reference facilities maintained at the principal office of the SEC at 100 F Street, N.E., Washington, D.C. 20549.  You may obtain information on the operation of the SEC’s reference room by calling the SEC at (800) SEC-0330.  You may obtain copies of such materials at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549.  The SEC also maintains a website (http://www.sec.gov) that contains reports, registration statements and other information regarding issuers that file electronically with the SEC using the SEC’s Electronic Data Gathering Analysis and Retrieval system (commonly known as EDGAR).  All reports filed by the Depositor may be found on EDGAR, or any successor electronic filing website, filed under the name of the Depositor and under the SEC Central Index Key (CIK) 0001131131, and all reports filed with respect to each Issuing Entity will be filed under registration file number 333-[________] plus the applicable serial tag number.  Copies of the transaction agreements relating to the Notes will also be filed with the SEC on EDGAR under the registration number shown above.

For the time period that each Issuing Entity is required to report under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Depositor, on behalf of the Issuing Entity of the related series, will file the reports required under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act.  These reports include (but are not limited to):

· Reports on Form 8-K (Current Report) including as Exhibits to the Form 8-K the transaction agreements or other documents specified in the related Prospectus Supplement;

· Reports on Form 8-K (Current Report), following the occurrence of events specified in Form 8-K requiring disclosure, which are required to be filed within the time-frame specified in Form 8-K related to the type of event;

· Reports on Form 10-D (Asset-Backed Issuer Distribution Report), containing the distribution and pool performance information required on Form 10-D, which are required to be filed 15 days following the payment date specified in the related Prospectus Supplement; and

· Report on Form 10-K (Annual Report), containing the items specified in Form 10-K with respect to a fiscal year, and the items required pursuant to Items 1122 and 1123 of Regulation AB of the Exchange Act.

Unless specifically stated in the report, the report and any information included in the report will neither be examined nor reported on by an independent public accountant.  Each Issuing Entity formed by the Depositor will have a separate file number assigned by the SEC, which unless otherwise specified in the related Prospectus Supplement, is not available until filing of the final Prospectus Supplement related to the series.  Unless a technical problem occurs with the EDGAR system, reports filed with the SEC with respect to an Issuing Entity after the final Prospectus Supplement is filed will be available under the Issuing Entity’s specific number, which will be a series number assigned to the file number of the Depositor shown above.

34

The distribution and pool performance reports filed on Form 10-D will be forwarded to each Securityholder as specified under “Certain Information Regarding the Notes—Reports to Securityholders” in this prospectus.  The Depositor will post reports on its website located at “www.toyotafinancial.com” as soon as reasonably practicable after such reports are filed with the SEC.

Static Pool Data—Static pool data with respect to the delinquency, cumulative loss and prepayment data for each Issuing Entity (i) by vintage origination year for TMCC and/or (ii) by prior securitized pools of TMCC, as applicable, may be presented in an appendix to the related Prospectus Supplement or may be made available through a website.  The Prospectus Supplement related to each series for which the static pool data is provided through a website will contain the website address to obtain this information.  The static pool data provided through any website will be deemed part of this prospectus and the registration statement of which this prospectus is a part from the date of the related Prospectus Supplement.

Copies of the static pool data presented on a website and deemed part of this prospectus may be obtained upon written request by the Noteholders of the related series at the address specified in the related Prospectus Supplement.

If and for so long as Notes are listed on an exchange and the rules of such exchange so require, the related Prospectus Supplement will include the address of an office in the jurisdictions specified by the rules of such exchange at which copies of the Registration Statement filed by TAFR LLC (including all documents incorporated in the Registration Statement) can be obtained for so long as those Notes are outstanding.  If so required by the rules of such exchange, copies of those documents will also be filed with such exchange for so long as those Notes are outstanding.  Copies of the transaction agreements relating to the Notes will also be filed with the SEC and with any such exchange that so requires.

THE RECEIVABLES POOLS

The Receivables Pool for each Issuing Entity will include the Receivables purchased as of the applicable Cutoff Date.  The Receivables will have been originated by Dealers in accordance with TMCC’s requirements and subsequently purchased by TMCC.  The Receivables evidence the indirect financing made available by TMCC to the related Obligors in connection with the purchase by such Obligors of the Financed Vehicles.  On or before the date of initial issuance of the Notes (the “Closing Date”), TMCC will sell the Receivables comprising the related initial Receivables Pool to the Depositor pursuant to the receivables purchase agreement (the “Receivables Purchase Agreement”) between the Depositor and TMCC, provided that if so specified in the related Prospectus Supplement, the Issuing Entity may subsequently purchase additional Receivables from the Depositor during a specified Revolving Period or Prefunding Period.  The Depositor will, in turn, sell the Receivables to the Issuing Entity pursuant to the related Transfer and Servicing Agreement.  During the term of the related Transfer and Servicing Agreement, neither the Depositor nor TMCC may substitute any other retail installment sales contract for any Receivable sold to the Issuing Entity.

The Receivables in each Receivables Pool will have been purchased by TMCC from Dealers in the ordinary course of business.  The Receivables are purchased from Dealers pursuant to Dealer Agreements.  TMCC purchases Receivables originated in accordance with its credit standards which are based upon the vehicle buyer’s ability and willingness to repay the obligation as well as the value of the vehicle being financed, as described under “The Sponsor, Administrator, Servicer and Issuer of the TMCC Demand Notes—Underwriting of Motor Vehicle Retail Installment Sales Contracts” in this prospectus.

The Receivables to be held by each Issuing Entity for inclusion in a Receivables Pool will be selected from TMCC’s portfolio of automobile and/or light duty truck retail installment sales contracts that meet several criteria.  These criteria require that each Receivable (i) is secured by a new or used vehicle, (ii) was originated in the United States, (iii) provides for monthly payments that fully amortize the amount financed over its original term to maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including permitted modifications that re-amortize the term of the Receivable), and (iv) satisfies the other criteria, if any, described in the related Prospectus Supplement, which may include original term to maturity, percentage by principal balance of the Receivables of types of vehicles, geographic location, percentage by principal balance of the Receivables of new vehicles and used vehicles, credit

35

grade, remaining term to maturity, delinquency status, date of origination and contractual annual percentage rate.  No selection procedures believed by the Depositor to be adverse to the Noteholders of any series will be used in selecting the related Receivables.

Each Receivable will provide for the allocation of payments according to (i) the simple interest method (“Simple Interest Receivables”) or (ii) the “actuarial” method (“Actuarial Receivables”).

Simple Interest Receivables.  Payments on Simple Interest Receivables will be applied first to interest accrued through the date immediately preceding the date of payment and then to unpaid principal.  Accordingly, if an Obligor pays an installment before its due date, the portion of the payment allocable to interest for the payment period will be less than if the payment had been made on the due date, the portion of the payment applied to reduce the principal balance will be correspondingly greater, and the principal balance will be amortized more rapidly than scheduled.  Conversely, if an Obligor pays an installment after its due date, the portion of the payment allocable to interest for the payment period will be greater than if the payment had been made on the due date, the portion of the payment applied to reduce the principal balance will be correspondingly less, and the principal balance will be amortized more slowly than scheduled, in which case a larger portion of the principal balance may be due on the final scheduled payment date for the related Receivable.  No adjustment to the scheduled monthly payments is made in the event of early or late payments, although in the case of late payments the Obligor may be subject to a late charge.

Actuarial Receivables.  An Actuarial Receivable provides for amortization of the loan over a series of fixed level monthly installments.  Each Scheduled Payment is deemed to consist of an amount of interest equal to 1/12 of the stated annual percentage rate (“APR”) of the Receivable multiplied by the scheduled principal balance of the Receivable and an amount of principal equal to the remainder of the Scheduled Payment.  No adjustment to the scheduled monthly payments is made in the event of early or late payments, although in the case of late payments the Obligor may be subject to a late charge.

Additional information with respect to each Receivables Pool will be described in the related Prospectus Supplement, including, to the extent appropriate, the composition, the distribution by APR and by the states of origination, the portion of such Receivables Pool consisting of Actuarial and of Simple Interest Receivables and the portion of such Receivables Pool secured by new vehicles and by used vehicles.  The related Prospectus Supplement will also include static pool information regarding pools of assets related to certain previously issued series of Notes.

Prefunding.  An Issuing Entity may enter into an agreement with the Depositor, in which the Depositor will sell additional Receivables to the Issuing Entity after the Closing Date.  The transfer of Receivables to the Issuing Entity after the Closing Date is known as a prefunding feature.  Any subsequent Receivables will be required to conform to the requirements described in the related Prospectus Supplement. If a prefunding feature is used, the indenture trustee will be required to deposit all or a portion of the proceeds of the sale of the Notes of the series in a segregated account.  The subsequent Receivables will be transferred to the Issuing Entity in exchange for money released from that segregated account.  Any transfer of Receivables must occur within a specified period.  If all of the monies originally deposited in the segregated account are not used by the end of the specified period, all remaining monies will be applied as a mandatory prepayment of a designated class or classes of Notes.

DELINQUENCIES, REPOSSESSIONS AND NET LOSSES

Certain information concerning TMCC’s experience pertaining to delinquencies, repossessions and net losses with respect to its portfolio of new and used retail automobile and/or light duty truck receivables (including receivables previously sold that TMCC continues to service) will be described in each Prospectus Supplement.  There can be no assurance that the delinquency, repossession and net loss experience on any Receivables Pool will be comparable to prior experience or to such information.

36

WEIGHTED AVERAGE LIVES OF THE NOTES

Information regarding maturity and prepayment considerations with respect to each series of Notes will be described under “Weighted Average Lives of the Notes” in the related Prospectus Supplement and “Risk Factors — You may experience reduced returns on your investments resulting from prepayments on the receivables, events of default, optional redemption, repurchases of receivables or early termination of the issuing entity” in this prospectus.  The weighted average lives of the Notes of any series will generally be influenced by the rate at which the principal balances of the related Receivables are paid, which payment may be in the form of scheduled amortization or prepayments.  For this purpose, the term “prepayments” includes prepayments in full, partial prepayments (including those related to rebates of extended warranty contract costs and insurance premiums), liquidations due to default, as well as receipts of proceeds from physical damage, theft, credit life and credit disability insurance policies and repurchases or purchases by the Depositor or TMCC of certain Receivables for administrative reasons or for breaches of representations and warranties.  The term “weighted average life” corresponds to the average amount of time during which each dollar of principal of a Receivable is outstanding.

All of the Receivables will be prepayable at any time without penalty to the Obligor.  However, a partial prepayment received on an Actuarial Receivable made by an Obligor will not be applied to reduce the outstanding principal balance of that Receivable on the Payment Date following the Collection Period in which they were received but will be retained and applied towards payments due in later Collection Periods.  If prepayments in full are received on an Actuarial Receivable or if full or partial prepayments are received on the Simple Interest Receivables, the actual weighted average life of the Receivables may be shorter than the scheduled weighted average life of the Receivables described in the related Prospectus Supplement.  The rate of prepayment of automotive receivables is influenced by a variety of economic, social and other factors, including the fact that an Obligor generally may not sell or transfer the Financed Vehicle securing a Receivable without the consent of the Servicer.  A prepayment may also occur if an Obligor refinances a Receivable.  Refinancings may occur more frequently in a declining interest rate environment.

Under certain circumstances, the Depositor or Servicer will be obligated to repurchase Receivables from a given Issuing Entity pursuant to the related Sale and Servicing Agreement as a result of breaches of certain representations and warranties or covenants.  For additional information, you should refer to “Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables” and “—Servicing Procedures” in this prospectus.  In addition, pursuant to agreements between TMCC and the Dealers, each Dealer is obligated to repurchase from TMCC contracts that do not meet certain representations and warranties made by such Dealer (such Dealer repurchase obligations are referred to in this prospectus as “Dealer Recourse”).  Such representations and warranties relate primarily to the origination of the contracts and the perfection of the security interests in the related Financed Vehicles, and do not typically relate to the creditworthiness of the related Obligors or the collectibility of such contracts.  Although the Dealer Agreements with respect to the Receivables will not be assigned to the Issuing Entity, the related Sale and Servicing Agreement will require that TMCC deposit any recovery in respect of any Receivable pursuant to any Dealer Recourse in the related Collection Account.  The sales by the Dealers of installment sales contracts to TMCC do not generally provide for recourse against the Dealers for unpaid amounts in the event of a default by an Obligor under such retail installment sales contract, other than in connection with the breach of the foregoing representations and warranties.  For additional information, you should refer to “Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables” and “—Servicing Procedures” in this prospectus.

The effective yield on, and average lives of, a series of Notes will depend on, among other things, the amount of payments (including prepayments) on or in respect of the related Receivables and the rate at which such payments are made to such Noteholders. The timing of changes in the rate of payments in respect of the Receivables also may affect significantly an investor’s actual yield to maturity and the average lives of a series of Notes. A substantial increase in the rate of payments on or in respect of the related Receivables (including liquidation or other disposition of Financed Vehicles) may shorten the final maturities of, and may significantly affect the yields on, the related series of Notes.

An investor’s expected yield will be affected by:

· the price paid for the Notes of a series,

37

· the rate of prepayments of the related Receivables, and

· the investor’s assumed reinvestment rate.

These factors do not operate independently, but are interrelated. For example, if prepayments on the related Receivables are slower than anticipated, an investor’s yield may be lower if interest rates are higher than anticipated and higher if interest rates are lower than anticipated. Conversely, if prepayments on the related Receivables are faster than anticipated, an investor’s yield may be higher if interest rates are higher than anticipated and lower if interest rates are lower than anticipated.

Early retirement of the Notes will occur if the Servicer, or any successor to the Servicer, exercises its option to purchase all of the Receivables remaining in the Issuing Entity when the Pool Balance is equal to or less than the percentage specified in the related Prospectus Supplement of the Pool Balance as of the Cutoff Date.  For additional information, you should refer to “Description of the Transfer and Servicing Agreements—Termination” in this prospectus.  Certain Events of Default could result in liquidation of the assets of the Issuing Entity and acceleration of the related Notes.  For additional information, you should refer to “Description of the Notes—The Indenture—Events of Default; Rights upon Event of Default” in this prospectus.  For additional information regarding events that would result in a termination of a swap, you should refer to “The Swap Agreement” in the related Prospectus Supplement.  If the Issuing Entity is party to a Revolving Liquidity Note Agreement, events resulting in termination of the Revolving Liquidity Note Agreement may also result in liquidation of the assets of the Issuing Entity and acceleration of the related Notes.

Any reinvestment risk resulting from the rate of prepayments of the Receivables and the payment of such prepayments to Noteholders will be borne entirely by the Noteholders.

In light of the above considerations, there can be no assurance as to the amount of principal payments to be made on the Notes of a given series on each Payment Date, since the amount will depend, in part, on the amount of principal collected on the related Receivables Pool during the applicable Collection Period.  No prediction can be made as to the actual prepayment experience on the Receivables, and any reinvestment risks resulting from a faster or slower incidence of prepayment of Receivables will be borne entirely by the Noteholders of a given series.

The related Prospectus Supplement may describe certain additional information with respect to the maturity and prepayment considerations applicable to the particular Receivables Pool and the related series of Notes.

POOL FACTORS AND TRADING INFORMATION

The “Note Pool Factor” is a seven digit decimal which the Servicer will compute prior to each payment with respect to each class of Notes.  The Note Pool Factor represents the remaining outstanding principal amount of a class of Notes, as of the close of business on the applicable Payment Date, as a fraction of the initial outstanding principal amount of such class of Notes.  Each Note Pool Factor will initially be 1.0000000 and thereafter will decline to reflect reductions in the outstanding principal amount of the applicable class of Notes.  A Noteholder’s portion of the aggregate outstanding principal amount of the related class of Notes is the product of (i) the original denomination of such Noteholder’s Note and (ii) the applicable Note Pool Factor.

Unless otherwise provided in the related Prospectus Supplement with respect to each Issuing Entity, the Noteholders will receive reports on or about each Payment Date concerning (i) with respect to the Collection Period immediately preceding such Payment Date, payments received on the Receivables, the Pool Balance, each Note Pool Factor and various other items of information, and (ii) with respect to the Collection Period second preceding such Payment Date, as applicable, amounts allocated or paid on the preceding Payment Date and any reconciliation of such amounts with information provided by the Servicer prior to such current Payment Date.  In addition, Securityholders of record during any calendar year will be furnished information for tax reporting purposes not later than the latest date permitted by law.  For additional information, you should refer to “Certain Information Regarding the Notes—Reports to Securityholders” in this prospectus.

38

USE OF PROCEEDS

Unless otherwise provided in the related Prospectus Supplement, each Issuing Entity will use the net proceeds from the sale of the Notes of a given series to purchase Receivables from the Depositor and to make the initial deposit into any related Reserve Account or Yield Maintenance Account, if applicable.

DESCRIPTION OF THE NOTES

General

With respect to each Issuing Entity that issues Notes, one or more classes (each, a “class”) of Notes of the related series will be issued pursuant to the terms of an indenture (the “Indenture”), a form of which has been filed as an exhibit to the Registration Statement of which this prospectus forms a part.  The following summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Notes and the Indenture.

Unless otherwise specified in the related Prospectus Supplement, each class of Notes will initially be represented by one or more Notes registered in the name of the nominee of DTC (together with any successor depository selected by the Issuing Entity, the “Depository”) except as described below.  Notes will be available for purchase in the denominations specified in the related Prospectus Supplement in book entry form only (unless otherwise specified in the related Prospectus Supplement).  The Depositor has been informed by DTC that DTC’s nominee will be Cede & Co., unless another nominee is specified in the related Prospectus Supplement.  Accordingly, such nominee is expected to be the holder of record of the Notes (a “Noteholder”) of each class.  Unless and until Definitive Notes are issued under the limited circumstances described in this prospectus or in the related Prospectus Supplement, no Noteholder will be entitled to receive a physical certificate representing a Note.  All references in this prospectus and in the related Prospectus Supplement to actions by Noteholders refer to actions taken by DTC upon instructions from its participating organizations (the “DTC Participants”) and all references in this prospectus and in the related Prospectus Supplement to payments, notices, reports and statements to Noteholders refer to payments, notices, reports and statements to DTC or its nominee, as the registered holder of the Notes, for distribution to Noteholders in accordance with DTC’s procedures with respect thereto.  For additional information, you should refer to “Certain Information Regarding the Notes—Book Entry Registration” and “—Definitive Securities” in this prospectus.

Principal and Interest on the Notes

The related Prospectus Supplement will describe the timing and priority of payment, seniority, allocations of losses, interest rate (the “Interest Rate”) and amount of or method of determining payments of principal and interest (or, where applicable, of principal or interest only) on each class of Notes of a given series, including during any periods of payments of interest only or principal only.  Payments of interest on and principal of any Notes will be made on the dates specified in the related Prospectus Supplement (each, a “Payment Date”) in such amounts as are described in the Prospectus Supplement.  The right of holders of any class of Notes to receive payments of principal and interest may be senior or subordinate to the rights of holders of any other class or classes of Notes of such series.  Payments of interest on the Notes will generally be made prior to payments of principal.  With respect to holders of one or more classes of Notes so designated in the related Prospectus Supplement, during a Revolving Period, only payments of interest will be made on the Notes.  A series may include one or more classes of Notes (the “Strip Notes”) entitled to (i) principal payments with disproportionate, nominal or no interest payments or (ii) interest payments with disproportionate, nominal or no principal payments.  Each class of Notes may have a different Interest Rate, which may be a fixed, variable or adjustable Interest Rate (and which may be zero for certain classes of Strip Notes), or any combination of the foregoing.  The related Prospectus Supplement will specify the Interest Rate for each class of Notes of a given series or the method for determining such Interest Rate.  For additional information, you should refer to “Certain Information Regarding the Notes—Fixed Rate Notes” and “—Floating Rate Notes” in this prospectus.  One or more classes of Notes of a series may be redeemable in whole or in part, including as a result of the Servicer exercising its option to purchase the related Receivables Pool or other early termination of the related Issuing Entity.  Noteholders will not be able to cause the Issuing Entity to redeem their Notes.

39

One or more classes of Notes of a given series may have fixed principal payment schedules, in the manner and to the extent described in the related Prospectus Supplement.  Noteholders of such Notes would be entitled to receive as payments of principal on any given Payment Date the amounts described on such fixed principal payment schedule.

Unless otherwise specified in the related Prospectus Supplement, payments to Noteholders of all classes within a series in respect of interest will have the same priority.  Under certain circumstances, however, on any Payment Date the amount available for such payments could be less than the amount of interest payable on the Notes.  If this is the case, each class of Noteholders will receive its ratable share (based upon the aggregate amount of interest due to such class of Noteholders) of the aggregate amount of interest available for payment on the Notes.  For additional information, you should refer to “Description of the Transfer and Servicing Agreements—Payments” and “—Credit and Cash Flow Enhancement” in this prospectus.

If a series of Notes includes two or more classes of Notes, the sequential order and priority of payment in respect of principal and interest, and any schedule or formula or other provisions applicable to the determination of such schedule or formula, of each such class will be described in the related Prospectus Supplement.  Payments in respect of principal and interest of any class of Notes will be made on a pro rata basis among all the Noteholders of such class.

The Indenture

Modification of Indenture.  If an Issuing Entity has issued Notes pursuant to an Indenture, the Issuing Entity and the applicable indenture trustee may, with the consent of the holders of a majority of the holders of the most senior class or classes of Notes of a series (as long as any Notes of such class or classes are outstanding), and thereafter, in the order of seniority, each other then most senior class or classes of Notes of a series, if any, described in the related Prospectus Supplement, as long as they are outstanding (such Notes, the “Controlling Class”), execute a supplemental indenture to add provisions to, change in any manner or eliminate any provisions of, the related Indenture, or modify (except as provided below) in any manner the rights of the related Noteholders.  Unless otherwise provided in the related Prospectus Supplement, for purposes of determining whether the Noteholders of the requisite percentage of the outstanding amount of the Controlling Class of Notes or any class of Notes have given any request, demand, authorization, direction, notice, consent, or waiver under the Indenture or the related Transfer and Servicing Agreements, Notes held or owned by the Issuing Entity, any other obligor upon the Notes, TAFR LLC, TMCC or any affiliate will be disregarded and deemed not to be “outstanding.”

Unless otherwise provided in the related Prospectus Supplement, the Issuing Entity and the applicable indenture trustee may also enter into supplemental indentures with prior notice to the Rating Agencies, and without obtaining the consent of the Noteholders or Certificateholders of the related series, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the related Indenture or of modifying in any manner the rights of such Noteholders; provided, that either (i) an officer’s certificate has been delivered by the Servicer to the related indenture trustee certifying that such officer reasonably believes that such supplemental indenture will not materially and adversely affect the interest of any such Noteholder or (ii) the related indenture trustee has been provided a letter from each applicable Rating Agency to the effect that such action will not result in the reduction or withdrawal of any rating it currently assigns to any class of Notes of the related series, or each other Rating Agency has been provided with 10 days prior notice of the proposed supplemental indenture and each such other Rating Agency has not notified the Indenture Trustee that such action might or would result in the reduction or withdrawal of the rating it has currently assigned to any class of Notes of the related series.

Additionally, unless otherwise provided in the related Prospectus Supplement, the Issuing Entity and the applicable indenture trustee may also enter into supplemental indentures, without obtaining the consent of the Noteholders or Certificateholders of the related series, but with prior notice to the Rating Agencies, for the purpose of, among other things, correcting or amplifying the description of the collateral, evidencing the assumption of the Issuing Entity’s obligations under the Indenture, the Notes and the Certificates, as applicable, by a permitted successor to the Issuing Entity, adding additional covenants of the Issuing Entity for the benefit of the related Noteholders and/or Swap Counterparty, surrendering rights of the Issuing Entity, conveying, or otherwise transferring or pledging, property to or with the related indenture trustee, evidencing and providing for the appointment of a successor indenture trustee or adding or changing any of the provisions of the Indenture as

40

necessary and permitted to facilitate the administration by more than one indenture trustee, and modifying, eliminating or adding to the provisions of the Indenture in order to comply with the Trust Indenture Act of 1939, as amended.

Unless otherwise provided in the related Prospectus Supplement and subject to the terms described in the following paragraph, the Issuing Entity and the applicable indenture trustee, also may, with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental to the related indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of such indenture or of modifying in any manner the rights of the Noteholders under such indenture; provided, that Noteholders evidencing at least a majority of the outstanding principal amount of the Controlling Class, acting as a single class have consented to such amendment.

Unless otherwise specified in the related Prospectus Supplement with respect to a series of Notes, without the consent of the holder of each such outstanding Note affected thereby, no supplemental indenture will: (i) change the due date of any installment of principal of or interest on any such Note or reduce the principal amount of any such Note, the interest rate specified thereon or the redemption price with respect thereto or change any place of payment where or the coin or currency in which any such Note or any interest thereon is payable; (ii) impair the right to institute suit for the enforcement of certain provisions of the related Indenture regarding payment; (iii) reduce the percentage of the aggregate amount of the outstanding Notes of such series, the consent of the holders of which is required for any such supplemental indenture or the consent of the holders of which is required for any waiver of compliance with certain provisions of the related Indenture or of certain defaults under the related Indenture and their consequences as provided for in such Indenture; (iv) modify or alter the provisions of the related Indenture regarding the voting of Notes held by the applicable Issuing Entity, any other obligor on such Notes, the Depositor or an affiliate of any of them; (v) reduce the percentage of the aggregate outstanding amount of such Notes, the consent of the holders of which is required to direct the related indenture trustee to sell or liquidate the Trust Estate if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes of such series; (vi) decrease the percentage of the aggregate principal amount of such Notes required to amend the sections of the related Indenture which specify the applicable percentage of aggregate principal amount of the Notes of such series necessary to amend such Indenture or certain other related agreements; or (vii) permit the creation of any lien ranking prior to or on a parity with the lien of the related Indenture with respect to any of the collateral for such Notes or, except as otherwise permitted or contemplated in such Indenture, terminate the lien of such Indenture on any such collateral or deprive the holder of any such Note of the security afforded by the lien of such Indenture.

Events of Default; Rights Upon Event of Default.  With respect to the Notes of a given series, unless otherwise specified in the related Prospectus Supplement, “Events of Default” under the related Indenture will consist of: (i) a default for five business days or more in the payment of any interest on any such Note of the Controlling Class; (ii) a default in the payment of the principal of any such Note on the related final scheduled Payment Date; (iii) a default in the observance or performance of any covenant or agreement of the applicable Issuing Entity made in the related Indenture which materially and adversely affects interests of the Noteholders and the continuation of any such default for a period of 90 days after written notice of such default is given to such Issuing Entity by the applicable indenture trustee or to such Issuing Entity and such indenture trustee by the holders of at least a majority of the principal amount of such Notes of the Controlling Class then outstanding acting together as a single class; (iv) any representation or warranty made by such Issuing Entity in the related Indenture or in any certificate delivered pursuant thereto or in connection therewith having been incorrect in a material respect as of the time made which materially and adversely affects the interests of the Noteholders, and such breach not having been cured within 60 days after written notice of such breach is given to such Issuing Entity by the applicable indenture trustee or to such Issuing Entity and such indenture trustee by the holders at least a majority of the principal amount of such Notes of the Controlling Class then outstanding acting together as a single class; or (v) certain events of bankruptcy, insolvency, receivership or liquidation of the applicable Issuing Entity (which, if involuntary, remains unstayed for more than 90 days).

Notwithstanding the foregoing, the amount of principal required to be paid to Noteholders of such series under the related Indenture will generally be limited to amounts available to be deposited in the Collection Account.  Therefore, unless otherwise specified in the related Prospectus Supplement, the failure to pay principal on a class of Notes generally will not result in the occurrence of an Event of Default until the final scheduled Payment Date for

41

such class of Notes.  Notwithstanding the foregoing, if a delay in or failure of performance referred to under clauses (i) through (iv) above was caused by force majeure or other similar occurrence, the grace period described in the applicable clause will be extended for a period of 30 calendar days.  In addition, as described below, following the occurrence of an Event of Default (other than an Event of Default related to the failure to make required payments) and acceleration of the maturity of the Notes, the indenture trustee is not required to sell the assets of the Issuing Entity (as described above under “The Issuing Entity Property”in this prospectus), and the indenture trustee may sell the assets of the related Issuing Entity only after meeting requirements specified in the Indenture.  Under those circumstances, even if the maturity of the Notes has been accelerated, there may not be any funds to pay the principal owed on the Notes.

If an Event of Default should occur and be continuing with respect to the Notes of any series, the related indenture trustee or holders of a majority in principal amount of such Notes of the Controlling Class then outstanding acting together as a single class may declare the principal of such Notes to be immediately due and payable.  Unless otherwise specified in the related Prospectus Supplement, such declaration may be rescinded by the holders of a majority in principal amount of such Notes of the Controlling Class then outstanding acting together as a single class if:

(i)            the Issuing Entity has paid or deposited with the indenture trustee a sum sufficient to pay:

(A) all payments of principal of and interest on the Notes and all other amounts that would then be due on such Notes if the Event of Default giving rise to such acceleration had not occurred; and

(B) all sums paid by the indenture trustee under the related Indenture and the reasonable compensation, expenses and disbursements of the indenture trustee and its agents and counsel; and

(ii)           all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived.

If so specified in the related Prospectus Supplement, an Event of Default during a Revolving Period may cause the early termination of such Revolving Period and the commencement of payments of principal on the Notes.

If the Notes of any series are due and payable following an Event of Default with respect thereto, the related indenture trustee may institute proceedings to collect amounts due, exercise remedies as a secured party, including foreclosure or sale of  the related Trust Estate or elect to have the applicable Issuing Entity maintain possession of such Trust Estate and continue to apply proceeds from the Trust Estate as if there had been no declaration of acceleration.  Unless otherwise specified in the related Prospectus Supplement, however, such indenture trustee is prohibited from selling the related Trust Estate following an Event of Default, other than a default in the payment of any principal on the final scheduled Payment Date of such Note or a default for five days or more in the payment of any interest on any Note of the Controlling Class of such series, unless (i) the holders of all such outstanding Notes of the Controlling Class consent to such sale, (ii) the proceeds of such sale are sufficient to pay in full the principal of and the accrued interest on such outstanding Notes at the date of such sale or (iii) such indenture trustee determines that the proceeds of the Trust Estate would not be sufficient on an ongoing basis to make all payments on such Notes as such payments would have become due if such obligations had not been declared due and payable, and such indenture trustee obtains the consent of the holders of 66 2/3% of the aggregate outstanding principal amount of such Notes of the Controlling Class.  Unless otherwise specified in the Prospectus Supplement, in the event of the sale of the Trust Estate by the indenture trustee following an Event of Default, the Noteholders will receive notice and opportunity to submit a bid in respect of such sale.

If an Event of Default occurs and is continuing and the indenture trustee has actual knowledge of such Event of Default, the indenture trustee will be obligated to mail to each Noteholder notice of the Event of Default within 90 days of the discovery of such Event of Default. Except in the case of an Event of Default in payment of principal on the final scheduled Payment Date of such Note or interest on any Note of the Controlling Class of such series (including payments pursuant to the mandatory redemption provisions of such Note), the indenture trustee

42

may withhold the notice to Noteholders if and so long as a committee of its officers in good faith determines that withholding the notice is in the best interests of Noteholders.

Subject to the provisions of the applicable Indenture relating to the duties of the related indenture trustee, if an Event of Default occurs and is continuing with respect to a series of Notes, the related indenture trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the holders of such Notes, if the related indenture trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with such request.  Subject to the provisions for indemnification and certain limitations contained in the related Indenture, the holders of not less than a majority of the principal amount of the outstanding Notes of the Controlling Class of a given series will have the right to direct the time, method and place of conducting any proceeding or any remedy available to the applicable indenture trustee, and the holders of a majority in principal amount of such Notes of the Controlling Class then outstanding may, in certain cases, waive any default under the related Indenture, except a default in the deposit of collections or other required amounts, any required payment from amounts held in any Trust Account in respect of amounts due on the Notes, payment of principal or interest or a default in respect of a covenant or provision of such Indenture that cannot be modified without the waiver or consent of all the holders of such outstanding Notes of the Controlling Class.

Any Notes owned by the Depositor, the Servicer or any of their affiliates will be entitled to equal and proportionate benefits under the Indenture, except that such Notes, while owned by the Depositor, the Servicer or any of their affiliates, will not be considered to be outstanding for the purpose of determining whether the requisite percentage of Noteholders have given any request, demand, authorization, direction, notice, consent or other action under the Indenture.

Unless otherwise specified in the related Prospectus Supplement, no holder of a Note of any series will have the right to institute any proceeding with respect to the related Indenture, unless (i) such holder previously has given to the applicable indenture trustee written notice of a continuing Event of Default, (ii) the holders of not less than 25% in principal amount of the outstanding Notes of the Controlling Class of such series have made written request to such indenture trustee to institute such proceeding in its own name as indenture trustee, (iii) such holder or holders have offered such indenture trustee reasonable indemnity, (iv) such indenture trustee has for 60 days failed to institute such proceeding and (v) no direction inconsistent with such written request has been given to such indenture trustee during such 60 day period by the holders of a majority in principal amount of such outstanding Notes of the Controlling Class.

In addition, each indenture trustee and the related Noteholders by accepting the related Notes, covenants that they will not at any time institute against the applicable Issuing Entity or the Depositor any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law.

With respect to any Issuing Entity, neither the related indenture trustee nor the related owner trustee in its individual capacity, nor any holder of a Certificate representing an ownership interest in such Issuing Entity nor any of their respective owners, beneficiaries, agents, officers, directors, employees, affiliates, successors or assigns will, in the absence of an express agreement to the contrary, be personally liable for the payment of the principal of or interest on the related Notes or for the agreements of such Issuing Entity contained in the applicable Indenture.

Certain Covenants.  Each Indenture will provide that the related Issuing Entity may not consolidate with or merge into any other entity, unless, among other things, (i) the entity formed by or surviving such consolidation or merger is organized under the laws of the United States, any state or the District of Columbia, (ii) such entity expressly assumes such Issuing Entity’s obligation to make due and punctual payments upon the Notes of the related series and the performance or observance of every agreement and covenant of such Issuing Entity under the Indenture, (iii) no Event of Default has occurred and be continuing immediately after such merger or consolidation, (iv) such Issuing Entity has been advised that the rating of the Notes of such series then in effect would not be reduced or withdrawn by the Rating Agencies as a result of such merger or consolidation and (v) such Issuing Entity has received an opinion of counsel to the effect that such consolidation or merger would have no material adverse tax consequence to the Issuing Entity or to any related Noteholder or Certificateholder.

43

Each Issuing Entity will not, among other things, (i) except as expressly permitted by the applicable Indenture, the applicable Transfer and Servicing Agreements or certain related documents with respect to such Issuing Entity (collectively, the “Related Documents”), sell, transfer, exchange or otherwise dispose of any of the assets of such Issuing Entity, (ii) claim any credit on or make any deduction from the principal and interest payable in respect of the Notes of the related series (other than amounts withheld under the Internal Revenue Code of 1986, as amended (referred to in this prospectus as the “Code”) or applicable state law) or assert any claim against any present or former holder of such Notes because of the payment of taxes levied or assessed upon such Issuing Entity, (iii) except as expressly permitted by the Related Documents, dissolve or liquidate in whole or in part, (iv) permit the validity or effectiveness of the related Indenture to be impaired or permit any person to be released from any covenants or obligations with respect to such Notes under such Indenture except as may be expressly permitted thereby or (v) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance to be created on or extend to or otherwise arise upon or burden the assets of such Issuing Entity or any part thereof, or any interest in the assets of the Issuing Entity or the proceeds thereof.

No Issuing Entity may engage in any activity other than as specified in this prospectus or in the related Prospectus Supplement.  No Issuing Entity will incur, assume or guarantee any indebtedness other than indebtedness incurred pursuant to the related Notes and the related Indenture, pursuant to any Advances made to it by the Servicer or otherwise in accordance with the Related Documents.

Annual Compliance Statement.  Each Issuing Entity will be required to file annually with the related indenture trustee a written statement as to the fulfillment of its obligations under the Indenture.

Indenture Trustee’s Annual Report.  The indenture trustee for each Issuing Entity will be required to distribute each year to all related Noteholders a brief report relating to its eligibility and qualification to continue as indenture trustee under the related Indenture, any amounts advanced by it under the Indenture, the amount, interest rate and maturity date of certain indebtedness owing by such Issuing Entity to the applicable indenture trustee in its individual capacity, the property and funds physically held by such indenture trustee as such and any action taken by it that materially affects the related Notes and that has not been previously reported.

Satisfaction and Discharge of Indenture.  An Indenture will be discharged with respect to the collateral securing the related Notes upon the delivery to the related indenture trustee for cancellation of all such Notes or, with certain limitations, upon deposit with such indenture trustee of funds sufficient for the payment in full of all such Notes.

The Indenture Trustee

The indenture trustee for a series of Notes will be specified in the related Prospectus Supplement.  The indenture trustee for any series generally may resign at any time.  Upon resignation of the indenture trustee, the Issuing Entity will be obligated to appoint a successor thereto for such series.  The Issuing Entity or administrator may also remove any such indenture trustee if such indenture trustee ceases to be eligible to continue as such under the related Indenture or if such indenture trustee becomes insolvent.  In such circumstances, the Issuing Entity will be obligated to appoint a successor thereto for the applicable series of Notes.  Any resignation or removal of the indenture trustee and appointment of a successor thereto for any series of Notes will not become effective until acceptance of the appointment by such successor.

CERTAIN INFORMATION REGARDING THE NOTES

Fixed Rate Notes

Any class of Notes (other than certain classes of Strip Notes) may bear interest at a fixed rate per annum (“Fixed Rate Notes”) or at a variable or adjustable rate per annum (“Floating Rate Notes”), as more fully described below and in the related Prospectus Supplement.  Each class of Fixed Rate Notes will bear interest at the applicable per annum Interest Rate or Pass Through Rate, as the case may be, specified in the related Prospectus Supplement.  Unless otherwise described in the related Prospectus Supplement, interest on each class of Fixed Rate Notes will be computed on the basis of a 360 day year of twelve 30 day months.  For additional information, you should refer to

44

“Description of the Notes—Principal and Interest on the Notes” and “Description of the Certificates—Payments of Principal and Interest” in this prospectus.

Floating Rate Notes

Each class of Floating Rate Notes will bear interest during each applicable Interest Period at a rate per annum determined by reference to an interest rate basis (the “Base Rate”), plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, in each case as specified in the related Prospectus Supplement.

The “Spread” is the number of basis points to be added to or subtracted from the related Base Rate applicable to such Floating Rate Notes.  The “Spread Multiplier” is the percentage of the related Base Rate applicable to such Floating Rate Notes by which such Base Rate will be multiplied to determine the applicable interest rate on such Floating Rate Notes.  The “Index Maturity” is the period to maturity of the instrument or obligation with respect to which the Base Rate will be calculated.

The related Prospectus Supplement will designate one of the following Base Rates as applicable to a given Floating Rate Note: (i) the CD Rate (a “CD Rate Note”), (ii) the Commercial Paper Rate (a “Commercial Paper Rate Note”), (iii) the Federal Funds Rate (a “Federal Funds Rate Note”), (iv) LIBOR (a “LIBOR Note”) or (v) the Treasury Rate (a “Treasury Rate Note”).

“H.15(519)” means the weekly statistical release designated as H.15(519) published by the Board of Governors of the Federal Reserve System, available through the world wide web site of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/current/default.htm, or any successor site or publication.  “H.15 Daily Update” means the daily update of H.15(519), available through the world wide web site of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/update/ default.htm, or any successor site or publication.  “Interest Reset Date” will be the first day of the applicable Interest Reset Period, or such other day as may be specified in the related Prospectus Supplement with respect to a class of Floating Rate Notes.

Each related Prospectus Supplement will specify whether the rate of interest on the related Floating Rate Notes will be reset daily, weekly, monthly, quarterly, semiannually, annually or such other specified period (each, an “Interest Reset Period”) and the dates on which such Interest Rate will be reset (each, an “Interest Reset Date”).  Unless otherwise specified in the related Prospectus Supplement, the Interest Reset Date will be, in the case of Floating Rate Notes which reset: (i) daily, each Business Day; (ii) weekly, the Wednesday of each week (with the exception of weekly reset Treasury Rate Notes which will reset the Tuesday of each week, except as specified below); (iii) monthly, the third Wednesday of each month; (iv) quarterly, the third Wednesday of March, June, September and December of each year; (v) semiannually, the third Wednesday of the two months specified in the related Prospectus Supplement; and (vi) annually, the third Wednesday of the month specified in the related Prospectus Supplement.

The interest rate that will take effect with respect to a Floating Rate Note on an Interest Reset Date will be the rate determined as of the applicable interest determination date (each, an “Interest Determination Date”).  Unless otherwise indicated in the related Prospectus Supplement:  the Interest Rate Determination Date with respect to an Interest Reset Date for CD Rate Notes, Commercial Paper Rate Notes and Federal Funds Rate Notes will be such Interest Reset Date; the Interest Determination Date with respect to an Interest Reset Date for LIBOR Notes will be the second London Business Day preceding such Interest Reset Date; the Interest Determination Date with respect to an Interest Reset Date for Treasury Rate Notes will be the day of the week on which Treasury bills normally would be auctioned (Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday); provided, however, that if, as a result of a legal holiday, an auction is held on the Friday of the week preceding an Interest Reset Date, the related Interest Determination Date will be such preceding Friday; and provided, further, that if an auction falls on any Interest Reset Date, then the Interest Reset Date will instead be the first Business Day following such auction.

Unless otherwise specified in the related Prospectus Supplement, if any Interest Reset Date for any Floating Rate Note would otherwise be a day that is not a Business Day, such Interest Reset Date will be postponed to the

45

next succeeding day that is a Business Day, except that in the case of a Floating Rate Note as to which LIBOR is an applicable Base Rate, if such Business Day falls in the next succeeding calendar month, such Interest Reset Date will be the immediately preceding Business Day.  Unless specified otherwise in the related Prospectus Supplement, “Business Day” means a day other than a Saturday, a Sunday, a legal holiday or a day on which commercial banks in New York, New York, or San Francisco, California are authorized or obligated by law, regulation, executive order or decree to be closed.  Unless otherwise specified in the related Prospectus Supplement, with respect to determining the Interest Reset Date for Notes as to which LIBOR is an applicable Base Rate, the definition of Business Day will also include all London Business Days.  “London Business Day” means any day (a) on which commercial banks are open for business, including dealings in such Index Currency in London and (b) if the Index Currency is the Euro a day on which the Trans European Automated Real time Gross Settlement Express Transfer System (“TARGET system”) is open and on which commercial banks and foreign exchange markets settle payments in London and New York.

Unless otherwise specified in the related Prospectus Supplement, if any Payment Date for any Floating Rate Note (other than the Final Payment Date) would otherwise be a day that is not a Business Day, such Payment Date will be the next succeeding day that is a Business Day except that in the case of a Floating Rate Note as to which LIBOR is the applicable Base Rate, if such Business Day falls in the next succeeding calendar month, such Payment Date will be the immediately preceding Business Day.  Unless otherwise specified in the related Prospectus Supplement, if the final Payment Date of a Floating Rate Note falls on a day that is not a Business Day, the payment of principal, premium, if any, and interest will be made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after such Final Payment Date.

Except as otherwise specified in the related Prospectus Supplement, each Floating Rate Note will accrue interest on an “Actual/360” basis, an “Actual/Actual” basis, or a “30/360” basis, in each case as specified in the related Prospectus Supplement.  For Floating Rate Notes calculated on an Actual/360 basis and Actual/Actual basis, accrued interest for each Interest Period will be calculated by multiplying (i) the face amount of such Floating Rate Note; (ii) the applicable interest rate, and (iii) the actual number of days in the related Interest Period, and dividing the resulting product by 360 or 365, as applicable (or, with respect to an Actual/Actual basis Floating Rate Note, if any portion of the related Interest Period falls in a leap year, the product of (i) and (ii) above will be multiplied by the sum of (X) the actual number of days in that portion of such Interest Period falling in a leap year divided by 366 and (Y) the actual number of days in that portion of such Interest Period falling in a non-leap year divided by 365).  For Floating Rate Notes calculated on a 30/360 basis, accrued interest for an Interest Period will be computed on the basis of a 360 day year of twelve 30 day months, irrespective of how many days are actually in such Interest Period.  Unless otherwise specified in the related Prospectus Supplement, with respect to any Floating Rate Note that accrues interest on a 30/360 basis, if any Payment Date including the related Final Payment Date falls on a day that is not a Business Day, the related payment of principal or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest will accrue on the amount so payable for the period from and after such Payment Date.  The “Interest Period” with respect to any class of Floating Rate Notes will be described in the related Prospectus Supplement.

As specified in the related Prospectus Supplement, Floating Rate Notes of a given class may also have either or both of the following (in each case expressed as a rate per annum): (i) a maximum limitation, or ceiling, on the rate at which interest may accrue during any interest period and (ii) a minimum limitation, or floor, on the rate at which interest may accrue during any interest period.  In addition to any maximum interest rate that may be applicable to any class of Floating Rate Notes, the interest rate applicable to any class of Floating Rate Notes will in no event be higher than the maximum rate permitted by applicable law, as the same may be modified by United States law of general application.

Each Issuing Entity with respect to which a class of Floating Rate Notes will be issued will appoint, and enter into agreements with, a calculation agent (each, a “Calculation Agent”) to calculate interest rates on each such class of Floating Rate Notes issued with respect thereto.  The related Prospectus Supplement will describe the identity of the Calculation Agent for each such class of Floating Rate Notes of a given series, which may be the related indenture trustee with respect to such series.  All determinations of interest by the Calculation Agent will, in the absence of manifest error, be conclusive for all purposes and binding on the holders of Floating Rate Notes of a given class.  Unless otherwise specified in the related Prospectus Supplement, all percentages resulting from any calculation on Floating Rate Notes will be rounded to the nearest one hundred thousandth of a percentage point, with

46

five one millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from such calculation on Floating Rate Notes will be rounded to the nearest cent (with one half cent being rounded upward).

CD Rate Notes.  Each CD Rate Note will bear interest for each Interest Reset Period at the interest rate calculated with reference to the CD Rate and the Spread or Spread Multiplier, if any, specified in such Note and in the related Prospectus Supplement.

Unless otherwise specified in the related Prospectus Supplement, the “CD Rate” for each Interest Reset Period will be the rate as of the second Business Day prior to the Interest Reset Date for such Interest Reset Period (a “CD Rate Determination Date”) for negotiable United States dollar certificates of deposit having the Index Maturity specified in the related Prospectus Supplement as published in H.15(519), as defined above, under the heading “Floating Rate Notes.”

The following procedures will be followed if the CD Rate cannot be determined as described above:

(1) If the rate referred to above is not so published by 3:00 p.m., New York City time, on the related Calculation Date, then the CD Rate on the applicable CD Rate Determination Date will be the rate for negotiable United States dollar certificates of deposit of the Index Maturity specified in the related Prospectus Supplement as published in H.15 Daily Update (as defined above), or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “CDs (secondary market)”.

(2) If the rate referred to in clause (1) above is not so published by 3:00 p.m., New York City time, on the related Calculation Date, then the CD Rate on the applicable CD Rate Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York City time, on the applicable CD Rate Determination Date of three leading nonbank dealers in negotiable United States dollar certificates of deposit in the City of New York selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks for negotiable certificates of deposit with a remaining maturity closest to the Index Maturity specified in the related Prospectus Supplement in an amount that is representative for a single transaction in that market at the time.

(3) If the dealers selected by the Calculation Agent are not quoting as described in clause (2) above, the CD Rate on the applicable CD Rate Determination Date will be the rate in effect on the applicable CD Rate Determination Date.

The “Calculation Date” pertaining to any CD Rate Determination Date will be the first to occur of (a) the tenth calendar day after such CD Rate Determination Date or, if such day is not a business day, the next succeeding business day or (b) the Business Day preceding the applicable Payment Date.

Commercial Paper Rate Notes.  Each Commercial Paper Rate Note will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Commercial Paper Rate and the Spread or Spread Multiplier, if any, specified in such Note and in the related Prospectus Supplement.

Unless otherwise specified in the related Prospectus Supplement, the “Commercial Paper Rate” for each Interest Reset Period will be determined by the Calculation Agent for such Commercial Paper Rate Note as of the second Business Day prior to the Interest Reset Date for such Interest Reset Period (a “Commercial Paper Rate Determination Date”) and will be the Money Market Yield, as defined below, on the applicable Commercial Paper Rate Determination Date of the rate for commercial paper having the Index Maturity specified in the related Prospectus Supplement published in H.15(519) under the heading “Commercial Paper—Nonfinancial.”

The following procedures will be followed if the Commercial Paper Rate cannot be determined as described above:

47

(1) If the rate referred to above is not published by 3:00 p.m., New York City time, on the related Calculation Date, then the Commercial Paper Rate will be the Money Market Yield on the applicable Commercial Paper Rate Determination Date of the rate for commercial paper having the Index Maturity specified in the related Prospectus Supplement published in H.15 Daily Update, or other recognized electronic source for the purpose of displaying the applicable rate under the caption “Commercial Paper—Nonfinancial.”

(2) If by 3:00 p.m., New York City time, on the related Calculation Date the Commercial Paper Rate is not yet published in either H.15(519) or H.15 Daily Update, then the Commercial Paper Rate for the applicable Commercial Paper Rate Determination Date will be calculated by the Calculation Agent as the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 a.m., New York City time, on the applicable Commercial Paper Rate Determination Date of three leading dealers of United States dollar commercial paper in The City of New York, which may include the Calculation Agent and its affiliates, selected by the Calculation Agent for commercial paper having the Index Maturity designated in the related Prospectus Supplement placed for industrial issuers whose bond rating is “Aa” or the equivalent from a nationally recognized securities rating organization.

(3) If the dealers selected by the Calculation Agent are not quoting as mentioned in clause (2) above, the Commercial Paper Rate determined on the applicable Commercial Paper Rate Determination Date will be the rate in effect on the applicable Commercial Paper Rate Determination Date.

“Money Market Yield” means a yield (expressed as a percentage rounded upward to the nearest one hundred-thousandth of a percentage point) calculated in accordance with the following formula:

Money Market Yield  =	D x 360	X  100
	360 - (D x M)

where “D” refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal, and “M” refers to the actual number of days in the Interest Period for which interest is being calculated.

The “Calculation Date” pertaining to any Commercial Paper Rate Determination Date will be the first to occur of (a) the tenth calendar day after such Commercial Paper Rate Determination Date or, if such day is not a business day, the next succeeding business day or (b) the second business day preceding the related Payment Date.

Federal Funds Rate Notes.  Each Federal Funds Rate Note will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Federal Funds Rate and the Spread or Spread Multiplier, if any, specified in such Note and in the related Prospectus Supplement.

Unless otherwise specified in the related Prospectus Supplement, the “Federal Funds Rate” for each Interest Reset Period will be the effective rate as of the first Business Day prior to the Interest Reset Date for such Interest Reset Period (a “Federal Funds Rate Determination Date” for United States dollar federal funds as published in H.15(519) for that day opposite the caption “EFFECT,” as displayed on Reuters Screen FEDFUNDS1 Page or any other page as may replace the applicable page on that service.

The following procedures will be followed if the Federal Funds Rate cannot be determined as described above:

(1) If the rate referred to above does not appear on Reuters Screen FEDFUNDS1 Page or is not so published by 3:00 p.m., New York City time, on the related Calculation Date, the Federal Funds Rate for the applicable Federal Funds Rate Determination Date will be the rate on the applicable Federal Funds Rate Determination Date for United States dollar federal funds published in H.15 Daily Update, or other recognized electronic source for the purpose of displaying the applicable rate under the heading “Federal Funds (Effective).”

48

(2) If the Federal Funds Rate is not so published by 3:00 p.m., New York City time, on the related Calculation Date, the Federal Funds Rate for the applicable Federal Funds Rate Determination Date will be calculated by the Calculation Agent as the arithmetic mean of the rates for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of United States dollar federal funds transactions in The City of New York, which may include the Calculation Agent and its affiliates, selected by the Calculation Agent before 9:00 a.m., New York City time on the applicable Federal Funds Rate Determination Date.

(3) If the brokers so selected by the Calculation Agent are not quoting as mentioned in clause (2) above, the Federal Funds Rate for the applicable Federal Funds Rate Determination Date will be the Federal Funds Rate in effect on the applicable Federal Funds Rate Determination Date.

The “Calculation Date” pertaining to any Federal Funds Rate Determination Date will be the first to occur of (a) the tenth calendar day after such Federal Funds Rate Determination Date or, if such day is not a business day, the next succeeding business day or (b) the second business day preceding the related Payment Date.

LIBOR Notes.  Each LIBOR Note will bear interest for each Interest Reset Period at the interest rate calculated with reference to LIBOR and the Spread or Spread Multiplier, if any, specified in such Note and in the related Prospectus Supplement.

Unless otherwise specified in the related Prospectus Supplement, with respect to LIBOR indexed to the offered rates for U.S. dollar deposits, “LIBOR” for each Interest Reset Period will be determined by the Calculation Agent for any LIBOR Note to be the rate for deposits in the Index Currency having the Index Maturity designated in the related Prospectus Supplement commencing on the second “London Business Day” (as defined above) immediately following the applicable Interest Determination Date that appears on the Reuters Screen LIBOR 01 Page as of 11:00 a.m. London time, on the applicable Interest Determination Date.

The following procedures will be followed if LIBOR cannot be determined as described above:

(1) With respect to an Interest Determination Date on which fewer than two offered rates appear, or no rate appears, as the case may be, on the Reuters Screen LIBOR 01 Page as specified above, LIBOR for the applicable Interest Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of at least two quotations obtained by the Calculation Agent after requesting the principal London offices of each of four major reference banks in the London interbank market, which may include the Calculation Agent and its affiliates, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in the Index Currency for the period of the Index Maturity designated in the related Prospectus Supplement, commencing on the second London Business Day immediately following the applicable Interest Determination Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such Interest Determination Date and in a principal amount that is representative for a single transaction in the applicable Index Currency in that market at that time.  If at least two such quotations are provided, LIBOR determined on the applicable Interest Determination Date will be the arithmetic mean of the quotations.

(2) If fewer than two quotations referred to in clause (1) above are provided, LIBOR determined on the applicable Interest Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of the rates quoted at approximately 11:00 a.m., or such other time specified in the related Prospectus Supplement, in the applicable Principal Financial Center, on the applicable Interest Determination Date by three major banks, which may include the Calculation Agent and its affiliates, in that Principal Financial Center selected by the Calculation Agent for loans in the Index Currency to leading European banks, having the Index Maturity designated in the related Prospectus Supplement and in a principal amount that is representative for a single transaction in the Index Currency in that market at that time.

49

(3) If the banks so selected by the calculation agent are not quoting as mentioned in clause (2) above, LIBOR for the applicable Interest Determination Date will be LIBOR in effect on the applicable Interest Determination Date.

“Index Currency” means the currency specified in the related Prospectus Supplement as the currency for which LIBOR will be calculated.  If no currency is specified in the related Prospectus Supplement, the Index Currency will be United States dollars.

“Principal Financial Center” means, unless otherwise specified in the related Prospectus Supplement, the capital city of the country issuing the Index Currency relates, except that with respect to United States dollars, Australian dollars, Canadian dollars, euros, South African Rand and Swiss Francs, the Principal Financial Center will be the City of New York, Sydney, Toronto, London, Johannesburg and Zurich, respectively.

Treasury Rate Notes.  Each Treasury Rate Note will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Treasury Rate and the Spread or Spread Multiplier, if any, specified in such Note and in the related Prospectus Supplement determined on the “Treasury Rate Determination Date” specified in such Prospectus Supplement.

Unless specified otherwise in the related Prospectus Supplement, the “Treasury Rate” for each Interest Period means the rate from the auction held on the applicable Interest Determination Date (“Auction”) of direct obligations of the United States (“Treasury Bills”) having the Index Maturity specified in the applicable pricing supplement under the caption “INVEST RATE” on the display on the Reuters Screen USAUCTION10 Page or the Reuters Screen USAUCTION11 Page opposite the “Designated Maturity.”

The following procedures will be followed if the Treasury Rate cannot be determined as described above:

(1) If the rate described above is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the Treasury Rate for the applicable Interest Determination Date will be the Bond Equivalent Yield of the rate for the applicable Treasury Bills as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Auction High.”

(2)    If the rate described in clause (1) above is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the Treasury Rate for the applicable Interest Determination Date will be the Bond Equivalent Yield of the auction rate of the applicable Treasury Bills announced by the United States Department of the Treasury.

(3)    If the rate described in clause (2) above is not announced by the United States Department of the Treasury, or if the Auction is not held, the Treasury Rate for the applicable Interest Determination Date will be the Bond Equivalent Yield of the rate on the applicable Interest Determination Date of Treasury Bills having the Index Maturity specified in the applicable pricing supplement published in H.15(519) under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.”

(4)    If the rate described in clause (3) above is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the Treasury Rate for the applicable Interest Determination Date will be the rate on the applicable Interest Determination Date of the applicable Treasury Bills as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.”

(5)    If the rate described in clause (4) above is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the Treasury Rate for the applicable Interest Determination Date will be the rate on the applicable Interest Determination Date calculated by the calculation agent as the Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on the applicable Interest Determination Date, of

50

three primary United States government securities dealers, which may include the calculation agent or its affiliates, selected by the calculation agent, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified in the applicable pricing supplement.

(6) If the dealers selected by the calculation agent are not quoting as described in clause (5) above, the Treasury Rate for the applicable Interest Determination Date will be the rate in effect on the applicable Interest Determination Date.

“Bond Equivalent Yield” means a yield calculated in accordance with the following formula and expressed as a percentage:

Bond Equivalent Yield  =	D x N	X  100
	360 - (D x M)

where “D” refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis, “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in the interest period for which interest is being calculated.

The “Calculation Date” pertaining to any Treasury Rate Determination Date will be the first to occur of (a) the tenth calendar day after such Treasury Rate Determination Date or, if such a day is not a Business Day, the next succeeding Business Day or (b) the second Business Day preceding the date any payment is required to be made for any period following the applicable Interest Reset Date.

Derivative and Other Cash Flow Enhancement Arrangements

The Issuing Entity may also include one or more derivative or other cash flow arrangements to ensure the timely payment of interest on the Notes of a series or any class of Notes. Such arrangements may include maturity liquidity facilities, interest rate cap or floor agreements or interest rate or currency swap agreements.  The type of arrangements, if any, for a series of Notes or class of Notes, along with a description of the provider of such arrangements (which may include TMCC), will be described in the related Prospectus Supplement.

Revolving Period

If so specified in the related Prospectus Supplement, the Sale and Servicing Agreement for any series may provide that all or a portion of the principal collected on the Receivables may be applied by the indenture trustee to acquire subsequent Receivables during a specified period rather than used to distribute payments of principal to holders of one or more classes of securities of such series during that period.  The duration of any such Revolving Period (a “Revolving Period”) will not exceed three years.  The related Prospectus Supplement will specify the percentage of the aggregate principal balance of the Receivables represented by the Revolving Period and the maximum amount of additional Receivables that may be acquired during the Revolving Period, in each case, to the extent determinable.  Any specified Revolving Period would be followed by an “Amortization Period,” during which Noteholders would receive payments in respect of principal.  Any Revolving Period may terminate earlier than its scheduled end date upon the occurrence of certain events specified in the related Prospectus Supplement.  Any such termination of a Revolving Period would result in earlier than expected principal repayment of the Notes.

Prefunding Period

If so specified in the related Prospectus Supplement, on the Closing Date, a portion of the proceeds specified in the related Prospectus Supplement received from the sale of the applicable Notes and Certificates will be deposited into a segregated prefunding account.  The related Prospectus Supplement also will specify the percentage of the aggregate principal balance of the Receivables  represented by the prefunded amount.  Following the Closing Date, and continuing until the date specified in the related Prospectus Supplement, commonly referred to as a prefunding period, the Issuing Entity will have the ability to purchase additional Receivables to the extent there are sufficient funds on deposit in the related prefunding account.  The prefunding period will be no longer than

51

one year.  If all of the monies originally deposited in the segregated account are not used by the end of the specified period, all remaining monies will be applied as a mandatory prepayment of a designated class or classes of Notes.  Any prefunding period may terminate prior to the end of the specified period and result in earlier than expected principal repayment of one or more classes of Notes specified in the related Prospectus Supplement upon the occurrence of certain events to be described in the related Prospectus Supplement.  In addition, the related Prospectus Supplement will specify any limitation on the ability of the sponsor or Depositor to add assets and the requirements for assets that may be added to the pool.

Book Entry Registration

General

Upon issuance, unless otherwise specified in the related Prospectus Supplement, all notes in book-entry form having the same original issue date, Maturity and otherwise having identical terms and provisions will be represented by one or more fully registered global notes. Each global note will be deposited with, or on behalf of, the Depository Trust Company (“DTC”), as depository, registered in the name of DTC or a nominee of DTC.

Except as described below, a global note may not be transferred except as a whole: (1) by DTC to a nominee of DTC; (2) by a nominee of DTC to DTC or another nominee of DTC; (3) by DTC or any nominee to a successor of DTC or a nominee of the successor.

So long as DTC or its nominee is the registered owner of a global note, DTC or its nominee, as the case may be, will be the sole holder of the notes in book-entry form represented by the global note for all purposes under the Indenture. Except as otherwise provided in this section, the actual purchasers, or “Beneficial Owners,” of the global note or notes representing notes in book-entry form will not be entitled to receive physical delivery of notes in certificated form and will not be considered to be the holders of the notes for any purpose under the Indenture, and no global note representing notes in book-entry form will be exchangeable or transferable. Accordingly, each person owning a beneficial interest in a global note must rely on the procedures of DTC and, if a person is not a participant, on the procedures of the participant through which the person owns its interest in order to exercise any rights of a holder under the Indenture.

We may elect to allow Beneficial Owners to hold their interest in a Global Note held by DTC through Clearstream Banking, société anonyme (“Clearstream”) or Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”), if they are participants in those systems, or indirectly through organizations that are participants in those systems. Clearstream and Euroclear will hold interests on behalf of their customers through accounts held in Clearstream’s and Euroclear names on the books of their respective depositaries, which in turn will hold the interests in the depositaries’ names on the books of DTC.

We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a global note desires to give or take any action that a holder is entitled to give or take under the Indenture, DTC would authorize the participants holding the relevant beneficial interests to give or take the desired action, and the participants would authorize Beneficial Owners owning through the participants to give or take the desired action or would otherwise act upon the instructions of Beneficial Owners. Euroclear operator or Clearstream, as the case may be, will take action on behalf of their participants only in accordance with its relevant rules and procedures and subject to its respective depositaries’ ability to effect such actions on its behalf through DTC.

The laws of some jurisdictions require that certain purchasers of securities take physical delivery of the securities in definitive certificated form. These limits and laws may impair the ability to transfer beneficial interests in a global note representing notes in book-entry form. Further, because DTC can act only on behalf of its participants, who in turn act on behalf of indirect participants, the ability of Beneficial Owners to pledge their interest in the notes to persons or entities that do not participate in the DTC system, or otherwise take action with respect to such interest, may be limited by the lack of a definitive certificate of such interest.

Settlement Procedures

The initial depository for the notes will be DTC. The depository will act as securities depository for the notes in book-entry form. The notes in book-entry form will be issued as fully registered securities registered in the

52

name of Cede & Co., the depository’s nominee or such other name as may be requested by an authorized representative of DTC. One global note will be issued to represent each $500,000,000 of aggregate principal amount of notes of the same issue. Additional global notes will be issued to represent any remaining principal amount of the issue.

Purchases of notes in book-entry form under DTC’s system must be made by or through direct participants, which will receive a credit for notes in book-entry form on DTC’s records. The ownership interest of each Beneficial Owner is in turn recorded on the records of direct participants and indirect participants. Beneficial Owners of notes in book-entry form will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect participants through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in a global note representing notes in book-entry form are accomplished by entries made on the books of participants acting on behalf of the Beneficial Owners. Beneficial Owners of a global note representing notes in book-entry form will not receive notes in certificated form representing their ownership interests in the notes, unless use of the book-entry system for notes in book-entry form is discontinued.

To facilitate subsequent transfers, all global notes representing notes in book-entry form which are deposited with DTC are registered in the name of DTC’s partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of global notes with DTC and their registration in the name Cede & Co. or such other DTC nominee effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the global notes representing the notes in book-entry form; DTC’s records reflect only the identity of the direct participants to whose accounts the notes in book-entry form are credited, which may or may not be the Beneficial Owners. The participants will remain responsible for keeping account of their holdings on behalf of their customers and for forwarding all notices concerning the notes to their customers.

Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Redemption notices will be sent to DTC. If less than all of the notes in book-entry form within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each direct participant in the issue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the global notes representing the notes in book-entry form unless authorized by a direct participant in accordance with DTC’s procedures. Under its usual procedures, DTC mails an omnibus proxy to us as soon as possible after the applicable record date. The omnibus proxy assigns Cede & Co.’s consenting or voting rights to those direct participants, identified in a listing attached to the omnibus proxy, to whose accounts the notes in book-entry form are credited on the applicable record date.

So long as DTC, or its nominee, is a registered owner of the global notes representing the notes in book-entry form, we will make principal, premium, if any, and interest payments on the global notes representing the notes in book-entry form to DTC. DTC’s practice is to credit direct participants’ accounts upon DTC’s receipt of funds and corresponding detail information from TAFR LLC or the indenture trustee, on the applicable payment date in accordance with their respective holdings shown on DTC’s records. Payments by participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of the participant and not of DTC, the indenture trustee or TAFR LLC, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any, and interest to DTC is the responsibility of TAFR LLC or the indenture trustee. Disbursement of such payments to direct participants is the responsibility of DTC, and disbursement of payments to the Beneficial Owners is the responsibility of direct participants and indirect participants. Distributions with respect to Notes held through Clearstream or Euroclear will be credited, to the extent received by their respective depositaries, to the cash accounts of their participants in accordance with the relevant system’s rules and procedures.

53

DTC may discontinue providing its services as securities depository with respect to the notes in book-entry form at any time by giving reasonable notice to TAFR LLC or the indenture trustee. Under these circumstances, if a successor securities depository is not obtained, notes in certificated form are required to be printed and delivered.

We may decide (subject to the procedures of the securities depository) to discontinue use of a system of book-entry transfers through the depository or a successor securities depository. In that event, notes in definitive certificated form will be printed and delivered.

If DTC is at any time unwilling or unable to continue as depository and a successor depository is not appointed by us within 90 days, we will issue notes in certificated form in exchange for the notes represented by the global notes. In addition, we may at any time and in our sole discretion determine (subject to the procedures of the securities depositary) to discontinue use of a global note and, in that event, will issue notes in certificated form in exchange for the notes represented by the global note. Notes so issued will be issued in minimum denominations as provided in the related Prospectus Supplement and will be issued in registered form only, without coupons.

Secondary Market Trading

Because the purchaser determines the place of delivery, it is important to establish at the time of trading of any notes where both the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desired value date.

Trading between participants of DTC, or “DTC Participants.”  Secondary market sales of notes held in DTC between DTC Participants will occur in the ordinary way in accordance with DTC rules and will be settled using the procedures applicable to United States corporate debt obligations.

Trading between participants of Euroclear, or “Euroclear Participants” and/or participants of Clearstream, or “Clearstream Participants.”  Secondary market sales of beneficial interests in the notes held through Euroclear or Clearstream to purchasers that will hold beneficial interests through Euroclear or Clearstream will be conducted in accordance with the normal rules and operating procedures of Euroclear and Clearstream and will be settled using the procedures applicable to conventional eurobonds.

Trading between DTC Seller and Euroclear/Clearstream Purchaser.  When book-entry interests in notes are to be transferred from the account of a DTC Participant to the account of a Euroclear or Clearstream accountholder, the purchaser must first send instructions to the Euroclear operator or Clearstream through a participant at least one business day (European time) prior to the settlement date, in accordance with its rules and procedures and within its established deadlines (European time). Clearstream Participants and Euroclear Participants may not deliver instructions directly to DTC. Euroclear or Clearstream will then instruct its depositary to receive the notes and make payment for them. On the settlement date, the depositary will make payment to the DTC Participant’s account and the notes will be credited to the depositary’s account. After settlement has been completed, DTC will credit the notes to the U.S. depositary for Euroclear or Clearstream, as the case may be. Euroclear operator or Clearstream will credit the notes, in accordance with its usual procedures, to the participant’s account, and the participant will then credit the purchaser’s account. These securities credits will appear the next business day (European time) after the settlement date. The cash debit from the account of Euroclear or Clearstream will be back-valued to the value date (which will be the preceding business day (European time) if settlement occurs in New York). If settlement is not completed on the intended value date (i.e., the trade fails), the cash debit will instead be valued at the actual settlement date. Since the settlement will occur during New York business hours, a DTC Participant selling an interest in the notes can use its usual procedures for transferring notes to the U.S. depositary for Euroclear or Clearstream, as the case may be, for the benefit of Euroclear Participants or Clearstream Participants. The DTC seller will receive the sale proceeds on the settlement date. Thus, to the DTC seller, a cross-market sale will settle no differently than a trade between two DTC Participants.

Trading between a Euroclear or Clearstream Seller and a DTC Purchaser.  Due to time zone differences in their favor, Euroclear Participants and Clearstream Participants can use their usual procedures to transfer notes through the applicable U.S. depositary to a DTC Participant. The seller must first send instructions to Euroclear or Clearstream through a participant at least one business day (European time) prior to the settlement date. Euroclear or Clearstream will then instruct its U.S. Depositary to credit the notes to the DTC Participant’s account and receive payment. The payment will be credited in the account of the Euroclear or Clearstream Participant on the following

54

business day (European time), but the receipt of the cash proceeds will be back-valued to the value date (which will be the preceding business day (European time) if settlement occurs in New York). If settlement is not completed on the intended value date (i.e., the trade fails), the receipt of the cash proceeds will instead be valued at the actual settlement date.

Although the foregoing sets out the procedures of Euroclear, Clearstream and DTC in order to facilitate the transfers of interests in the notes among participants of DTC, Clearstream and Euroclear, none of Euroclear, Clearstream or DTC is under any obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor any agent or any paying agent, any underwriter or any affiliate of any of the above, or any person by whom any of the above is controlled for the purposes of the Securities Act will have any responsibility for the performance by DTC, Euroclear and Clearstream or their respective direct or indirect participants or accountholders of their respective obligations under the rules and procedures governing their operations or for the sufficiency for any purpose of the arrangements described above.

The Clearing Systems

DTC.  DTC, the world’s largest securities depository, is a limited -purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC Direct Participants deposit with DTC.  DTC also facilitates the post-trade settlement among DTC Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between DTC Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. DTC Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations.  DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”).  DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies.  DTCC is owned by the users of its regulated subsidiaries.  Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a DTC Direct Participant, either directly or indirectly. The DTC Rules applicable to DTC Direct Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

Clearstream.  Clearstream advises that it is incorporated under the laws of Luxembourg as a professional depository. Clearstream holds securities for its participating organizations (“Clearstream Participants”) and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book- entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates. Clearstream provides to Clearstream Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. As a professional depository in Luxembourg, Clearstream is subject to regulation by the Commission de Surveillance du Secteur Financier. Clearstream Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may include the agents. Indirect access to Clearstream is also available to other institutions such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream Participant either directly or indirectly.  Distributions with respect to the notes held beneficially through Clearstream will be credited to cash accounts of Clearstream Participants in accordance with its rules and procedures, to the extent received by the U.S. Depositary for Clearstream.

Euroclear.  Euroclear holds securities and book-entry interests in securities for participants of Euroclear (“Euroclear Participants”) and facilitates the clearance and settlement of securities transactions between Euroclear Participants, and between Euroclear Participants and participants of certain other securities intermediaries through electronic book-entry changes in accounts of such participants or other securities intermediaries.  Euroclear provides Euroclear Participants, among other things, with safekeeping, administration, clearance and settlement, securities

55

lending and borrowing and related services. Euroclear Participants include investment banks, securities brokers and dealers, banks, central banks, supranationals, custodians, investment managers, corporations, trust companies and certain other organizations, and may include the agents. Non-participants in Euroclear may hold and transfer beneficial interests in a global note through accounts with a Euroclear Participantor any other securities intermediary that holds a book-entry interest in a global note through one or more securities intermediaries standing between such other securities intermediary and Euroclear.  Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law (collectively, the “Terms and Conditions”). The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding through Euroclear Participants. Distributions with respect to notes held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with the Terms and Conditions, to the extent received by the U.S. Depository for Euroclear.

Although DTC, Clearstream and Euroclear have agreed to these procedures in order to facilitate transfers of Securities among participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be discontinued at any time.  Information concerning DTC, Clearstream, and Euroclear in this prospectus has been obtained from sources we believe to be reliable, but we take no responsibility for the accuracy thereof

Definitive Securities

The Certificates of a given series will be issued in fully registered, certificated form (“Definitive Certificates”).  Unless otherwise specified in the related Prospectus Supplement, the Notes of a given series will be issued in fully registered, certificated form (“Definitive Notes” and together with the Definitive Certificates, collectively referred to in this prospectus as “Definitive Securities”) to Noteholders or their respective nominees, rather than to DTC or its nominee, only if (i) DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to such Notes and such administrator or trustee is unable to locate a qualified successor (and if it is an administrator that has made such determination, such administrator so notifies the applicable trustee in writing), (ii) the Depositor or the administrator or trustee, as applicable, at its option, elects to terminate the book entry system through DTC or (iii) after the occurrence of an Event of Default or a Servicer Default with respect to such Notes, holders representing at least a majority of the outstanding principal amount of the Notes of the Controlling Class of such series, acting together as a single class, advise the applicable trustee through DTC in writing that the continuation of a book entry system through DTC (or a successor to DTC) with respect to such Notes is no longer in the best interest of the holders of such Notes.

Upon the occurrence of any event described in the immediately preceding paragraph, the applicable indenture trustee will be required to notify all applicable Noteholders of a given series through Participants of the availability of Definitive Notes.  Upon surrender by DTC of the definitive certificates representing the corresponding Notes and receipt of instructions for re-registration, the applicable indenture trustee will reissue such Notes as Definitive Notes to such Noteholders.

Payments of principal of, and interest on, such Definitive Notes will thereafter be made by the applicable trustee or indenture trustee in accordance with the procedures described in the related Indenture or the related Trust Agreement, as applicable, directly to holders of Definitive Notes in whose names the Definitive Notes were registered at the close of business on the applicable Record Date specified for such Notes in the related Prospectus Supplement.  Such payments will be made by check mailed to the address of such holder as it appears on the register maintained by the applicable indenture trustee.  The final payment on any such Definitive Note, however, will be made only upon presentation and surrender of such Definitive Note at the office or agency specified in the notice of final payment to the applicable Noteholders.  The applicable indenture trustee will provide such notice to the applicable Noteholders not less than 15 or more than 30 days prior to the date on which such final payment is expected to occur.

56

Definitive Securities will be transferable and exchangeable at the offices of the applicable trustee or of a registrar named in a notice delivered to holders of Definitive Securities.  No service charge will be imposed for any registration of transfer or exchange, but the applicable trustee may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

List of Securityholders

Unless otherwise specified in the related Prospectus Supplement with respect to the Notes of any series, three or more holders of the Notes of such series or one or more holders of such Notes evidencing not less than 25% of the aggregate outstanding principal amount of such Notes may, by written request to the related indenture trustee, obtain access to the list of all Noteholders maintained by such indenture trustee for the purpose of communicating with other Noteholders with respect to their rights under the related Indenture or under such Notes.  Such indenture trustee may elect not to afford the requesting Noteholders access to the list of Noteholders if it agrees to mail the desired communication or proxy, on behalf of and at the expense of the requesting Noteholders, to all Noteholders of such series.

The Depositor or an affiliate will be the initial Certificateholder for any series.

The Trust Agreement and Indenture will not provide for the holding of annual or other meetings of Securityholders.

Reports to Securityholders

With respect to each series of Securities, on or prior to each Payment Date, the Servicer will prepare and provide to the related indenture trustee and the owner trustee a statement to be delivered to the related Noteholders and Certificateholders, respectively, on such Payment Date.  With respect to each series of Securities, each such statement to be delivered to Securityholders will include (to the extent applicable) the following information (and any other information so specified in the related Prospectus Supplement) as to the Notes of such series and as to the Certificates of such series with respect to such Payment Date or the period since the previous Payment Date, as applicable:

(i) the amount of the payment allocable to the principal amount of each class of Notes;

(ii) the amount of the payment allocable to interest on each class of Notes;

(iii) the applicable reserve account draw amount, if any, the balance on deposit in the Reserve Account on that Payment Date after giving effect to withdrawals therefrom and deposits thereto in respect of that Payment Date and the change in that balance from the immediately preceding Payment Date;

(iv) the number of Receivables, the Pool Balance and the Adjusted Pool Balance as of the close of business on the first day and the last day of the related Collection Period;

(v) the aggregate outstanding principal amount and the Note Pool Factor for each class of Notes, before and after giving effect to all payments in respect of principal on such Payment Date;

(vi) the amount of the Basic Servicing Fee paid to the Servicer, the amount of any unpaid Basic Servicing Fee, if any, and the change in that amount from that of the prior Payment Date and the amount of any additional servicing compensation paid to the Servicer, each with respect to the related Collection Period;

(vii) the Base Rate for the immediately succeeding Interest Period;

(viii) the Interest Rate for the Interest Period relating to the succeeding Payment Date for any class of Notes of such series with variable or adjustable rates;

57

(ix) the Noteholders’ Interest Carryover Shortfall, the Noteholders’ Principal Carryover Shortfall (each as defined in the related Prospectus Supplement), if any, in each case as applicable to the Notes, and the change in such amounts from the preceding statement;

(x) the amount of Advances, if any, made in respect of the related Receivables and the related Collection Period and the amount of unreimbursed Advances on such Payment Date;

(xi) the balance of any related Reserve Account, Prefunding Account, Yield Maintenance Account, currency swap, interest rate swap or other interest rate protection agreements or other credit or liquidity enhancement (including a Revolving Liquidity Note, surety bond or cash collateral account), on such date, (i) before giving effect to changes thereto on that date and the amount of those changes and (ii) after giving effect to changes thereto on that date and the amount of those changes;

(xii) the Available Collections (as that term is defined in the Prospectus Supplement);

(xiii) payments to and from third party credit or cash flow enhancement providers, if any;

(xiv) delinquency and loss information on the Receivables for the related Collection Period;

(xv) any material change in practices with respect to charge-offs, collection and management of delinquent Receivables, and the effect of any grace period, re-aging, re-structure, partial payments or other practices on delinquency and loss experience;

(xvi) any material modifications, extensions or waivers to Receivables terms, fees, penalties or payments during the Collection Period;

(xvii) any material breaches of representations, warranties or covenants contained in the Transfer and Servicing Agreements;

(xviii) any new issuance of notes or other securities backed by the Receivables;

(xix) any material change in the underwriting, origination or acquisition of Receivables; and

(xx) such other information as may be specified in the related Prospectus Supplement.

Within the prescribed period of time for tax reporting purposes after the end of each calendar year during the term of each Issuing Entity, the applicable trustee will mail to each person who at any time during such calendar year has been a Securityholder with respect to such Issuing Entity and received any payment thereon a statement containing certain information for the purposes of such Securityholder’s preparation of federal income tax returns.  For additional information, you should refer to “Certain Federal Income Tax Consequences” in this prospectus.

DESCRIPTION OF THE TRANSFER AND SERVICING AGREEMENTS

The following summary describes certain terms of each of the Transfer and Servicing Agreements.  Forms of the Transfer and Servicing Agreements have been filed as exhibits to the Registration Statement of which this prospectus forms a part.  The provisions of any of the Transfer and Servicing Agreements may differ in non-material respects from those described in this prospectus and, if so, will be described in the related Prospectus Supplement.  This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the Transfer and Servicing Agreements.  If an Issuing Entity includes a Revolving Period, the related Prospectus Supplement and Transfer and Servicing Agreements will describe the allocations and application to be made in respect of principal during and after such Revolving Period.

58

Sale and Assignment of Receivables

On or prior to the Closing Date specified with respect to any given Issuing Entity in the related Prospectus Supplement, TMCC will sell and assign to the Depositor, without recourse, pursuant to a Receivables Purchase Agreement, its entire interest in the Receivables comprising the related Receivables Pool, including the security interests in the Financed Vehicles.  On the Closing Date, the Depositor will transfer and assign to the applicable Issuing Entity, without recourse, pursuant to a Sale and Servicing Agreement, its entire interest in the Receivables comprising the related Receivables Pool, including its security interests in the related Financed Vehicles.  Each such Receivable will be identified in the transfer notice (the “Transfer Notice”) delivered to the Issuer pursuant to such Sale and Servicing Agreement.  The applicable Issuing Entity will pledge its assets, including the Receivables, to the applicable indenture trustee, for the benefit of the Noteholders.  The applicable indenture trustee will, concurrently with such transfer and assignment, on behalf of the Issuing Entity, execute and deliver the related Notes and/or Certificates.  Unless otherwise provided in the related Prospectus Supplement, the net proceeds received from the sale of the Notes of a given series will be applied to the purchase of the related Receivables from TMCC and, to the extent specified in the related Prospectus Supplement, to make any required initial deposit into the Reserve Account, Prefunding Account or Yield Maintenance Account.  If an Issuing Entity includes a Revolving Period, provision for acquisition of additional Receivables by the Issuing Entity will be made in the applicable Receivables Purchase Agreement and Sale and Servicing Agreement.

TMCC, pursuant to each Receivables Purchase Agreement, and the Depositor, pursuant to each Sale and Servicing Agreement, will represent and warrant, with respect to whether, among other things: (i) the information provided in the related Transfer Notice is true and correct in all material respects as of the Cutoff Date, and no selection procedures adverse to the Noteholders have been utilized in selecting the Receivables; (ii) the terms of each Receivable require the related Obligor to possess physical damage insurance which covers the Financed Vehicle in accordance with TMCC’s normal requirements; (iii) as of the applicable Closing Date, to the best of its knowledge, the related Receivables are free and clear of all security interests, liens, charges and encumbrances (other than tax liens, mechanics’ liens and any liens that attach to a Receivable or any property, as the context may require, by operation of law) that are prior to, or of the same priority with, the security interests in the Financed Vehicles granted by the related Receivables, and no offsets, defenses or counterclaims have been asserted or threatened; (iv) as of the Closing Date, each of such Receivables is secured by a first priority perfected security interest in favor of TMCC in the Financed Vehicle or all necessary and appropriate actions have been taken to perfect a first priority security interest; (v) each related Receivable, at the time it was originated, complied and, as of the Closing Date, complies in all material respects with applicable federal and state laws, including, without limitation, consumer credit, truth in lending, equal credit opportunity and disclosure laws; and (vi) any other representations and warranties that may be described in the related Prospectus Supplement are true and correct in all material respects.

Unless otherwise provided in the related Prospectus Supplement, by the last day of the second month following the discovery by or notice to the Depositor of a breach of any representation or warranty of the Depositor that materially and adversely affects the interests of the related Issuing Entity in any Receivable, the Depositor, unless the breach is cured in all material respects, will repurchase such Receivable (a “Warranty Receivable”) from such Issuing Entity and, pursuant to the Receivables Purchase Agreement, TMCC will purchase such Warranty Receivable from the Depositor, at a price equal to the Warranty Purchase Payment for such Receivable.  The “Warranty Purchase Payment” (1) for an Actuarial Receivable, will be equal to (a) the sum of (i) all remaining Scheduled Payments (and any applicable amounts in the Yield Maintenance Account, if any), (ii) all past due Scheduled Payments for which an Advance has not been made, (iii) all outstanding Advances made by the Servicer in respect of such Actuarial Receivable and (iv) an amount equal to any reimbursements of outstanding Advances made by the Servicer with respect to such Actuarial Receivable from collections made on or in respect of other Receivables, minus (b) the sum of (i) the rebate, if any, paid to the Obligor on an Actuarial Receivable on or before the date of such purchase and (ii) any other proceeds previously received (e.g., insurance or other proceeds in respect of the liquidation of such Actuarial Receivable) to the extent applied to reduce the Principal Balance of such Actuarial Receivable and (2) for a Simple Interest Receivable, will be equal to its unpaid principal balance, plus interest thereon at a rate equal to the sum of the Interest Rate or Pass Through Rate specified in the related Sale and Servicing Agreement and the Servicing Fee Rate to the last day of the Collection Period relating to such repurchase.  This repurchase obligation will constitute the sole remedy available to the Noteholders, the indenture trustee or the Issuing Entity for any such uncured breach by the Depositor.  The obligation of the Depositor to repurchase a

59

Receivable will not be conditioned on performance by TMCC of its obligation to purchase such Receivable from the Depositor pursuant to the Receivables Purchase Agreement.

Pursuant to each Sale and Servicing Agreement, to ensure uniform quality in servicing both the Receivables and the Servicer’s own portfolio of automobile and/or light duty truck installment sales contracts, as well as to reduce administrative costs, the Depositor and each Issuing Entity will designate the Servicer as custodian to maintain possession or, in the case of electronic contracts, control (directly, or through an agent), on behalf of such Issuing Entity, of the related installment sales contracts and any other documents relating to the Receivables.  In performing its duties as custodian, the Servicer will act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the Receivable files relating to comparable automotive Receivables that the Servicer services for itself or others.  The Servicer will make available to the related Issuing Entity and the related Indenture Trustee a list of the locations of the Receivable files and the related accounts, records and computer systems maintained by the Servicer at such times during normal business hours as instructed by the related Issuing Entity or the related Indenture Trustee with reasonable advance notice.  The Receivables will not be physically segregated from other automobile and/or light duty truck installment sales contracts of the Servicer, or those which the Servicer services for others, to reflect the transfer to the related Issuing Entity.  However, UCC financing statements reflecting the sale and assignment of the Receivables by TMCC to the Depositor and by the Depositor to the applicable Issuing Entity and the pledge of the Receivables by the applicable Issuing Entity to the applicable indenture trustee will be filed, and the respective accounting records and computer files of TMCC and the Depositor will reflect such sale and assignment.  The Depositor, or the Servicer on behalf of the Depositor, will be responsible for maintaining such perfected security interest through the filing of continuation statements or amended financing statements, as applicable.  Because the Receivables will remain in the possession or control of the Servicer or its agent and will not be stamped or otherwise marked to reflect the assignment to the indenture trustee, if a subsequent purchaser were able to take physical possession or, in the case of electronic Receivables, control of the Receivables without knowledge of the assignment, the indenture trustee’s interest in the Receivables could be defeated.  For additional information, you should refer to “Risk Factors—The issuing entity’s security interests in financed vehicles may be unenforceable or defeated” and “Certain Legal Aspects of the Receivables—Security Interests” in this prospectus.  In addition, under certain circumstances the indenture trustee’s security interest in collections that have been received by the Servicer but not yet remitted to the related Collection Account could be defeated.

Accounts

With respect to each Issuing Entity that issues Notes, the Servicer will establish and maintain with the related indenture trustee one or more accounts (each, a “Collection Account”), in the name of the indenture trustee on behalf of the related Noteholders and the Swap Counterparty, into which payments made on or with respect to the related Receivables, and all amounts released from any Yield Maintenance Account, Reserve Account, Prefunding Account or other form of credit enhancement will be deposited for payment to the related Noteholders.

If so provided in the related Prospectus Supplement, the Servicer will establish for each series of Notes an additional account (the “Payahead Account”), in the name of the related indenture trustee, into which, to the extent required by the Sale and Servicing Agreement, early payments by or on behalf of Obligors on Actuarial Receivables will be deposited until such time as the related payment becomes due.  Until such time as payments ahead are transferred from the Payahead Account to a Collection Account, they will not constitute collected interest or collected principal and will not be available for payment to the applicable Noteholders or Certificateholders.  The Payahead Account will initially be maintained with the applicable indenture trustee.

Any other accounts to be established with respect to an Issuing Entity, including any Yield Maintenance Account or any Reserve Account will be described in the related Prospectus Supplement.

For any series of Notes, funds in the related Collection Account not allocated for the purchase of additional Receivables during any Revolving Period, any Yield Maintenance Account, the Reserve Account and such other accounts as may be identified in the related Prospectus Supplement (collectively, the “Trust Accounts”) will be invested, at the direction of the Servicer, as provided in the related Sale and Servicing Agreement in Eligible Investments.

60

“Eligible Investments” will be specified in the related Transfer and Servicing Agreements and are generally limited to investments acceptable to the Rating Agencies rating such Notes as being consistent with the rating of such Notes.  Commercial paper issued by TMCC or its affiliates will be Eligible Investments, subject to satisfying criteria applicable to Eligible Investments.  If specified in the related Prospectus Supplement, demand notes issued by TMCC will be Eligible Investments.  Except as described below or in the related Prospectus Supplement, Eligible Investments are limited to obligations or securities that mature on or before the next Payment Date for such series.  However, to the extent permitted by the Rating Agencies, funds in any Trust Account may be invested in securities that will not mature prior to the date of the next payment with respect to such Notes and will not be sold to meet any shortfalls.  Thus, the amount of cash in any Reserve Account at any time may be less than the balance of the amount specified for such purpose.  If the amount required to be withdrawn from any Reserve Account or drawn down on a Revolving Liquidity Note (at which time the Reserve Account may be unfunded) to cover shortfalls in collections on the related Receivables (as provided in the related Prospectus Supplement) exceeds the amount of cash in the Reserve Account, a temporary shortfall in the amounts paid to the related Noteholders could result, which could, in turn, increase the average life of the Notes of such series.  Except as otherwise specified in the related Prospectus Supplement, investment earnings on funds deposited in the Trust Accounts, net of losses and investment expenses (collectively, “Investment Earnings”), will be released to the Servicer on each Payment Date as additional servicing compensation.

The Trust Accounts will be maintained as Eligible Deposit Accounts.  “Eligible Deposit Account” means either (a) a segregated account with an Eligible Institution or (b) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as any of the securities of such depository institution have a credit rating from Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, of at least BBB, if it is a Rating Agency, and a credit rating from each other Rating Agency in one of its generic rating categories which signifies investment grade.  “Eligible Institution” means, with respect to an Issuing Entity, a depository institution or trust company (which may be the owner trustee, the indenture trustee or any of their respective affiliates) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), (i) which has either (A) a long term unsecured debt rating acceptable to the Rating Agencies or (B) a short term unsecured debt rating or certificate of deposit rating acceptable to the Rating Agencies and (ii) whose deposits are insured by the FDIC.  Except as otherwise provided in the Sale and Servicing Agreement, in the event that the Collection Account maintained with the Indenture Trustee is no longer an Eligible Deposit Account, then the Servicer will, with the Indenture Trustee’s assistance as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution within thirty days.

Servicing Procedures

The Servicer, for the benefit of each Issuing Entity, will manage, service, administer and make collections on the Receivables (other than Administrative Receivables and Warranty Receivables) with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to all comparable motor vehicle retail installment sales contracts that it services for itself or others.  The Servicer’s duties will include collection and posting of all payments, responding to inquiries of Obligors or by federal, state or local government authorities with respect to the Receivables, investigating delinquencies, sending payment coupons to Obligors, reporting tax information to Obligors in accordance with its Customary Servicing Practices, policing the collateral, accounting for collections and furnishing monthly and annual statements to the indenture trustee and owner trustee with respect to distributions, generating federal income tax information, making Advances and performing the other duties specified in the related Sale and Servicing Agreement.  The Servicer will, in accordance with its Customary Servicing Practices, have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable.  Without limiting the generality of the foregoing, the Servicer will be authorized and empowered to execute and deliver, on behalf of itself, each Issuing Entity, the owner trustee, the indenture trustee, the related Securityholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Receivables and the Financed Vehicles.  The Servicer is authorized to commence, in its own name or in the name of the related Issuing Entity, a legal proceeding to enforce a defaulted Receivable or to commence or participate in a legal proceeding (including without limitation a bankruptcy proceeding) relating to or

61

involving a Receivable, including a defaulted Receivable.  If the Servicer commences or participates in such a legal proceeding in its own name, the related Issuing Entity will be deemed to have automatically assigned, solely for the purpose of collection on behalf of the party retaining an interest in such Receivable, such Receivable and the other related property of the Issuing Entity with respect to such Receivable to the Servicer for purposes of commencing or participating in any such proceeding as a party or claimant.  The Servicer is also authorized and empowered under each Sale and Servicing Agreement to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding.  If in any enforcement suit or legal proceeding it will be held that the Servicer may not enforce a Receivable on the grounds that it will not be a real party in interest or a holder entitled to enforce such Receivable, the owner trustee on behalf of the related Issuing Entity will, at the Servicer’s expense and written direction, take steps to enforce such Receivable, including bringing suit in its name or the name of the Issuing Entity, the indenture trustee, the related Noteholders or the related Certificateholders.  The owner trustee on behalf of the related Issuing Entity is required to furnish the Servicer with any powers of attorney and other documents and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under the Sale and Servicing Agreement.

The Servicer will make reasonable efforts to collect all payments due with respect to the Receivables held by any Issuing Entity and will, consistent with the related Sale and Servicing Agreement, follow the collection procedures it follows with respect to comparable motor vehicle retail installment sales contracts it services for itself and others.

Consistent with its normal procedures, the Servicer will be authorized to grant certain rebates, adjustments or extensions with respect to the Receivables without the prior written consent of the owner trustee or the indenture trustee.  However, if the amount of any Scheduled Payment due in a subsequent Collection Period is reduced as a result of any modification to the related APR or the Amount Financed, an increase in the total number of Scheduled Payments or an extension of the maturity of a Receivable beyond the end of the Collection Period related to the final scheduled maturity date for the latest maturing class of Notes of the related series, as described in the related Prospectus Supplement (the “Final Scheduled Maturity Date”), the Servicer will be obligated either to purchase such Receivable, as described below, or make Advances on each subsequent Payment Date in amounts equal to the amount of any reduction to the related Scheduled Payments to be paid by the related Obligors during the subsequent Collection Periods, provided that the Servicer will have no such obligation to repurchase a Receivable, or make Advances in respect thereof, as a result of any such extension of the maturity of such Receivable if it is required to grant such extension under law or pursuant to a court order.  However, the Servicer may, if a default, breach, violation, delinquency or event permitting acceleration under the terms of any Receivable has occurred or, in the judgment of the Servicer, is imminent:

(A) extend such Receivable for credit related reasons that would be acceptable to the Servicer with respect to comparable new, or used automobile or light-duty truck receivables that it services for itself, but only if the final scheduled payment date of such Receivable as extended would not be later than the last day of the Collection Period preceding the Final Scheduled Maturity Date for the related series; or

(B) reduce an Obligor’s monthly payment amount in the event of a prepayment resulting from refunds of credit life and disability insurance premiums and service contracts and make similar adjustments in an Obligor’s payment terms to the extent required by law;

Additionally, if at the end of the scheduled term of any Receivable, the outstanding principal amount of the Receivable is such that the final payment to be made by the related Obligor is larger than the regularly scheduled payment of principal and interest made by such Obligor, the Servicer may permit such Obligor to pay such remaining principal amount in more than one payment of principal and interest, provided that the last such payment will be due on or prior to the last day of the Collection Period preceding the Final Scheduled Maturity Date for the related series.  The Servicer may, in accordance with its Customary Servicing Practices, waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing the Receivables.

62

In the related Sale and Servicing Agreement, the Servicer will covenant that except as otherwise contemplated in such Sale and Servicing Agreement, (i) it will not release any Financed Vehicle from the security interest granted in the related Receivable except (a) in the event of payment in full by or on behalf of the Obligor thereunder or payment in full less a deficiency which the Servicer would not attempt to collect in accordance with its Customary Servicing Practices, (b) in connection with repossession or (c) as may be required by an insurer in order to receive proceeds from any insurance policy covering such Financed Vehicle; (ii) it will do nothing to impair the rights of the Securityholders in the Receivables and (iii) it will not amend any Receivable such that the total number of Scheduled Payments, the Amount Financed or the APR is altered or the maturity of a Receivable is extended beyond the Final Scheduled Maturity Date unless it is making Advances corresponding to reductions to Scheduled Payments as described above.  By the last day of the second Collection Period following the Collection Period in which the Depositor, the Servicer, the indenture trustee or the owner trustee discovers or receives notice of a breach of any such covenant that materially and adversely affects the interests of the Securityholders in a Receivable, the Servicer, unless the breach is cured in all material respects, will purchase the Receivable (an “Administrative Receivable”) from the trustee at a price equal to the Administrative Purchase Payment for such Receivable.  The “Administrative Purchase Payment” (1) for an Actuarial Receivable, will be equal to (a) the sum of (i) all remaining Scheduled Payments (plus any amounts on deposit in the applicable Yield Maintenance Account), (ii) an amount equal to any reimbursements of outstanding Advances made by the Servicer with respect to such Actuarial Receivable from collections on or in respect of other Receivables and (iii) all past due Scheduled Payments for which an Advance has not been made, minus (b) all Payments Ahead with respect to such Receivable then on deposit in the Payahead Account and the Rebate, if any, paid to the Obligor on an Actuarial Receivable on or before the date of such purchase and (2) for a Simple Interest Receivable, will be equal to its unpaid Principal Balance, plus interest thereon at a rate equal to the sum of the contract rate or Pass Through Rate specified in the related Sale and Servicing Agreement and the Servicing Fee Rate to the last day of the Collection Period relating to such purchase.  Upon the purchase of any Administrative Receivable, the Servicer will for all purposes of the Sale and Servicing Agreement be deemed to have released all claims for the reimbursement of outstanding Advances made in respect of such Receivable.  This purchase obligation will constitute the sole remedy available to the Securityholders, the Issuing Entity, the indenture trustee or the owner trustee for any such uncured breach by the Servicer.

If the Servicer determines that eventual payment in full of a Receivable is unlikely, the Servicer will follow its normal practices and procedures to recover all amounts due upon such Receivable, including the repossession and disposition of the related Financed Vehicle at a public or private sale, or the taking of any other action permitted by applicable law.  For additional information, you should refer to “Certain Legal Aspects of the Receivables” in this prospectus.

Insurance on Financed Vehicles

Each Receivable requires the related Obligor to possess physical damage insurance which covers loss or damage to the Financed Vehicle in an amount not less than the actual cash value thereof pursuant to which TMCC is named as a loss payee.  Since the Obligors may select their own insurers to provide the requisite coverage, the specific terms and conditions of their policies may vary.  The terms of each Receivable allow, but do not require, TMCC to obtain any such coverage on behalf of the Obligor.  In accordance with its normal servicing procedures, TMCC currently does not obtain insurance coverage on behalf of the Obligor.  TMCC currently does not monitor ongoing insurance compliance in connection with its customary servicing procedures.  In the event that the failure of an Obligor to maintain any such required insurance results in a shortfall in amounts to be paid to Securityholders, to the extent such shortfall is not covered by amounts on deposit in the Reserve Account or other methods of credit enhancement, the Securityholders could suffer a loss on their investment.

Collections

With respect to each Issuing Entity, the Servicer will deposit all payments on the related Receivables (from whatever source) and all proceeds of such Receivables collected during each collection period specified in the related Prospectus Supplement (each, a “Collection Period”) into the related Collection Account.

For as long as (i) TMCC is the Servicer, (ii) a Servicer Default or an Event of Default has not occurred and is not continuing and (iii) the short-term unsecured debt of TMCC is rated in the highest category of, or is otherwise acceptable to, each Rating Agency rating the Notes (or alternative arrangements acceptable to the Rating Agencies

63

are made) (the “Monthly Remittance Condition”), the Servicer may retain all payments on or in respect of the Receivables received from Obligors and all proceeds of Receivables collected during each Collection Period without segregation in its own accounts until deposited in the related Collection Account on or prior to the related Payment Date.  However, if the Monthly Remittance Condition is not met, the Servicer will deposit all such payments and proceeds into the related Collection Account not later than two Business Days after identification.  However, pending deposit into the Collection Account, collections may be invested by the Servicer at its own risk and for its own benefit and will not be segregated from its own funds, and the Servicer, at its own risk and for its own benefit, may instruct the indenture trustee to invest amounts held in the Collection Account or the Payahead Account from the time deposited until the related Payment Date in Eligible Investments.  The Depositor or the Servicer, as the case may be, will remit the aggregate Warranty Purchase Payments and Administrative Purchase Payments of any Receivables to be purchased from the Issuing Entity into the Collection Account on or prior to the related Payment Date.  If the Servicer were unable to remit such funds, Noteholders might incur a loss.  For additional information, you should refer to “Risk Factors—Funds held by the servicer that are intended to be used to make payments on the securities may be exposed to a risk of loss” in this prospectus.

To the extent described in the related Prospectus Supplement, the Servicer may, in order to satisfy the requirements described above, obtain a letter of credit, guarantee, insurance policy or surety bond or make a deposit of cash or securities as provided in the related Sale and Servicing Agreement for the benefit of the related Issuing Entity to secure timely remittances of collections on the related Receivables and payment of the aggregate Warranty Purchase Payments and Administrative Purchase Payments with respect to Receivables required to be repurchased by the Depositor or the Servicer, as applicable.

Collections on or in respect of a Receivable made during a Collection Period (including Warranty Purchase Payments and Administrative Purchase Payments) which are not late fees, extension fees or certain other similar fees or charges will be applied first to any outstanding Advances made by the Servicer with respect to such Receivable, and then to the related Scheduled Payment.  Any collections on or in respect of a Receivable remaining after such applications will be considered an “Excess Payment.”  Excess Payments constituting a prepayment in full of Actuarial Receivables and any Excess Payments relating to Simple Interest Receivables will be applied as a prepayment in respect of such Receivable (each, a “Prepayment”).  All other Excess Payments in respect of Actuarial Receivables will be held by the Servicer (or if the Servicer has not satisfied the conditions in clauses (i) through (iii) in the second preceding paragraph, deposited in the Payahead Account), as a Payment Ahead.  On the records and computer systems maintained by the Servicer, Excess Payments in respect of a Simple Interest Receivable that do not constitute a prepayment in full typically result in future payments not being due on such Receivable in the amount of such Excess Payments.

Advances

The related Prospectus Supplement may specify that the Servicer is permitted or required to make advances of interest or principal payments on the Receivables.  If the related Prospectus Supplement does not specify that the Servicer is required to make advances, then the Servicer is not required, but may be permitted, to make the advances described below or any other advances in respect of interest or principal payments on the Receivables.

If provided in the related Prospectus Supplement, if the Scheduled Payment due on an Actuarial Receivable (other than an Administrative Receivable or a Warranty Receivable) is not received in full by the end of the month in which it is due, whether as the result of any extension granted to the Obligor or otherwise, the amount of Payments Ahead, if any, not previously applied with respect to such Actuarial Receivable, will be applied by the Servicer to the extent of the shortfall and the Payments Ahead will be reduced accordingly.  If any shortfall remains and if so provided in the related Prospectus Supplement, the Servicer will make an advance to the Issuing Entity in an amount equal to the amount of such shortfall (each, an “Actuarial Advance”).  The Servicer will not be obligated to make an Actuarial Advance to the extent that it determines, in its sole discretion, that such Actuarial Advance will not be recovered from subsequent collections on or in respect of the related Actuarial Receivable.  All Actuarial Advances will be reimbursable to the Servicer, without interest, if and when a payment relating to a Receivable with respect to which an Actuarial Advance has previously been made is subsequently received (other than from Administrative Purchase Payments).  Upon the determination by the Servicer that reimbursement from the preceding source is unlikely, it will be entitled to recover unreimbursed Actuarial Advances from collections on or in respect of other Receivables.

64

In addition, if provided in the related Prospectus Supplement, if the Scheduled Payment on a Simple Interest Receivable (other than an Administrative Receivable or a Warranty Receivable) is not received in full by the end of the month in which it is due, the Servicer will, subject to the limitations described below, advance to the Issuing Entity an amount with respect to such Simple Interest Receivable equal to the product of the Principal Balance of such Simple Interest Receivable as of the first day of the related Collection Period and one twelfth of its APR minus the amount of interest actually received on such Simple Interest Receivable during the related Collection Period (each, a “Simple Interest Advance” and, together with the Actuarial Advances, the “Advances”).  If such a calculation results in a negative number, an amount equal to such negative amount will be paid to the Servicer in reimbursement of outstanding Simple Interest Advances.  In addition, in the event that a Simple Interest Receivable becomes a Liquidated Receivable, the amount of accrued and unpaid interest thereon (but not including interest for the current Collection Period) will, up to the amount of all outstanding Simple Interest Advances in respect of such Simple Interest Receivable, be withdrawn from the related Collection Account and paid to the Servicer in reimbursement of such outstanding Simple Interest Advances.  No advances of principal will be made with respect to Simple Interest Receivables.  The Servicer will not be obligated to make a Simple Interest Advance (other than in respect of an interest shortfall arising from the prepayment of a Simple Interest Receivable) to the extent that it determines, in its sole discretion, that such Simple Interest Advance will not be recovered from subsequent collections on or in respect of the related Simple Interest Receivable.  All Simple Interest Advances will be reimbursable to the Servicer, without interest, when a payment relating to a Receivable with respect to which a Simple Interest Advance has previously been made is subsequently received (other than from Administrative Purchase Payments).  Upon the determination by the Servicer that reimbursement from the preceding source is unlikely, it will be entitled to recover unreimbursed Simple Interest Advances from collections on or in respect of other Receivables.

If provided in the related Prospectus Supplement, the Servicer will also be required to make Advances with respect to each Receivable that it does not purchase as described above under “—Servicing Procedures” as to which it has made any modification that reduces the amount of Scheduled Payments to be paid by the related Obligor during subsequent Collection Periods.

If provided in the related Prospectus Supplement, the Servicer will make all Advances by depositing into the related Collection Account an amount equal to the aggregate of the Actuarial Advances and Simple Interest Advances due in respect of a Collection Period on or prior to the related Payment Date.  The related Prospectus Supplement will describe the provisions to be contained in the related Sale and Servicing Agreement with regard to the applicable dates when Advances must be deposited into the related Collection Account.

Servicing Compensation and Payment of Expenses

Unless otherwise specified in the Prospectus Supplement with respect to any Issuing Entity, the Servicer will be entitled to receive the servicing fees for each Collection Period, as compensation for services rendered, in an amount generally equal to one-twelfth of the product of (a) the servicing fee rate as described in the related Prospectus Supplement (the “Servicing Fee Rate”), and (b) the Pool Balance as of the first day of the related Collection Period (the “Basic Servicing Fee”).

Unless otherwise provided in the related Prospectus Supplement with respect to a given Issuing Entity, the Servicer will also be entitled to collect and retain any late fees, extension fees and other administrative fees or similar charges allowed by applicable law with respect to the related Receivables as additional servicing compensation (the “Supplemental Servicing Fee” and, together with the Basic Servicing Fee, the “Total Servicing Fee”) and will be entitled to reimbursement from the Issuing Entity for certain liabilities.  The Total Servicing Fee (together with any portion of all servicing fees that remains unpaid from prior Payment Dates) will be paid or retained by the Servicer as provided in the related Prospectus Supplement.  The Servicer may also be entitled to receive any interest earned during a Collection Period from the investment of monies in the Trust Accounts.  Payments by or on behalf of Obligors will be allocated to scheduled payments and late fees and other charges in accordance with the Servicer’s normal practices and procedures.

The Total Servicing Fee will compensate the Servicer for performing the functions of a third party servicer of Receivables as an agent for their beneficial owner, including collecting and posting all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, providing payment information, paying costs

65

of collections and policing the collateral.  The Servicing Fee also will compensate the Servicer for administering the particular Receivables Pool, including making Advances, accounting for collections and furnishing monthly and annual statements to the related owner trustee and indenture trustee with respect to payments and generating federal income tax information for such Issuing Entity and for the related Noteholders and Certificateholders.  The Total Servicing Fee also will reimburse the Servicer for certain taxes, the fees of the related owner trustee and indenture trustee, if any, accounting fees, outside auditor fees, data processing costs and other costs incurred in connection with administering the applicable Receivables Pool.

The “Pool Balance” will equal the aggregate Principal Balance of the Receivables.  The “Principal Balance” of a Receivable as of any date will equal the Amount Financed (as defined in the related Transfer and Servicing Agreement) minus the sum of (i) in the case of an Actuarial Receivable, that portion of all Scheduled Payments due on or prior to such date allocable to principal, computed in accordance with the actuarial method, (ii) in the case of a Simple Interest Receivable, that portion of all Scheduled Payments actually received on or prior to such date allocable to principal, (iii) any Warranty Purchase Payment or Administrative Purchase Payment with respect to such Receivable allocable to principal (to the extent not included in clauses (i) and (ii) above) and (iv) any Prepayments or other payments applied to reduce the unpaid principal balance of such Receivable (to the extent not included in clauses (i), (ii) and (iii) above).

If so specified in the related Prospectus Supplement, the initial aggregate Principal Balance of the Receivables to be sold to the Issuing Entity on the Closing Date will be discounted to reflect the present value of all scheduled payments due on the Receivables that have not been applied on or prior to the Cutoff Date.

Payments

With respect to each series of Securities, beginning on the Payment Date specified in the related Prospectus Supplement, payments of principal and interest (or, where applicable, of principal or interest only) on each class of such Securities entitled thereto will be made by the applicable indenture trustee to the Noteholders and by the applicable owner trustee to the Certificateholders of such series.  The timing, calculation, allocation, order, source, priorities of and requirements for all payments to each class of Noteholders and all payments to each class of Certificateholders of such series will be described in the related Prospectus Supplement.

With respect to each Issuing Entity, on each Payment Date collections received on the related Receivables during the preceding Collection Period will be withdrawn from the related Collection Account, based upon information provided by the Servicer, and will be paid to the Noteholders and/or Certificateholders to the extent provided in the related Prospectus Supplement.  Credit enhancement, such as a Reserve Account, will be available to cover any shortfalls in the amount available for payment to the Noteholders on such date to the extent specified in the related Prospectus Supplement.  As more fully described in the related Prospectus Supplement, and unless otherwise specified in such Prospectus Supplement, (i) payments in respect of principal of a class of Notes of a given series will be subordinate to payments in respect of interest on such class; (ii) unless otherwise specified in the related Prospectus Supplement, payments in respect of the Certificates of such series will be subordinate to payments in respect of Notes of such series; and (iii) payments in respect of one or more classes of Notes of such series may be subordinated to payments in respect of other classes of Notes of such series.

Credit and Cash Flow Enhancement

The amounts and types of credit and cash flow enhancement arrangements and the provider thereof, if applicable, with respect to each class of Notes of a given series, if any, will be described in the related Prospectus Supplement.  If and to the extent provided in the related Prospectus Supplement, credit and cash flow enhancement may be in the form of sequential payment of certain classes of Notes, subordination of one or more classes of Notes, Reserve Accounts, Yield Maintenance Accounts and yield maintenance agreements, overcollateralization, letters of credit, cash collateral accounts, surety bonds, guaranteed investment contracts, repurchase obligations, cash deposits, credit or liquidity facilities (including the issuance by an Issuing Entity of a Revolving Liquidity Note), excess interest, or currency or interest rate swap agreements, as may be described in the related Prospectus Supplement or any combination of two or more of the foregoing.  If specified in the related Prospectus Supplement, credit or cash flow enhancement for a class of Notes may cover one or more other classes of Notes of the same series.

66

The presence of a Reserve Account and other forms of credit enhancement for the benefit of any class or series of Notes is intended to enhance the likelihood of receipt by the Noteholders of such class or series of the full amount of principal and interest due thereon and to decrease the likelihood that such Noteholders will experience losses.  Unless otherwise specified in the related Prospectus Supplement, the credit enhancement for a class or series of Notes will not provide protection against all risks of loss and will not guarantee repayment of the entire principal amount and interest thereon.  If losses occur that exceed the amount covered by any credit enhancement or that are not covered by any credit enhancement, Noteholders of any class or series will bear their allocable share of deficiencies, as described in the related Prospectus Supplement.  In addition, if a form of credit enhancement covers more than one class of Notes, Noteholders of any such class will be subject to the risk that such credit enhancement will be exhausted by the claims of Noteholders of other classes.

Sequential Payment of Certain Classes of Notes.  The notes are entitled to receive distributions in accordance with various priorities for payment of principal as described in the related Prospectus Supplement.  Distributions of principal on classes of notes having an earlier priority of payment will be affected by the rates of prepayment of the Receivables early in the life of the asset pool.  The timing of commencement of principal distributions and the weighted average lives of classes of Notes with a later priority of payment will be affected by the rates of prepayment of the Receivables both before and after the commencement of principal distributions on those classes of Notes.

Subordination of Principal and Interest.  As further described in the related Prospectus Supplement, payments of principal or interest on certain classes of Notes will be subordinated to payments of principal or interest on other classes of Notes.

Reserve Account.  If so provided in the related Prospectus Supplement, pursuant to the related Sale and Servicing Agreement, the Depositor or a third party will establish and own for a series or class of Notes an account, as specified in the related Prospectus Supplement (the “Reserve Account”), which will be maintained with the related indenture trustee.  Unless otherwise provided in the related Prospectus Supplement, the Reserve Account will be funded by an initial deposit by the Depositor or a third party on the Closing Date in the amount described in the related Prospectus Supplement (the “Reserve Account Initial Deposit”).  To the extent provided in the related Prospectus Supplement, the amount on deposit in the Reserve Account will be increased on each Payment Date thereafter up to the Specified Reserve Account Balance (as defined in the related Prospectus Supplement) by the deposit to the Reserve Account of the amount of collections on the related Receivables remaining on each such Payment Date after the payment of all other required payments on such date.  The related Prospectus Supplement will describe the circumstances and manner under which payments may be made out of the Reserve Account, either to holders of the Notes covered thereby or to the Depositor or a third party.

Yield Maintenance Account.  A “Yield Maintenance Account” may be established with respect to any class or series of Notes.  The terms relating to any such account will be described in the related Prospectus Supplement.  Each Yield Maintenance Account will be designed to hold funds to be applied by the related indenture trustee, to provide payments to Noteholders in respect of Receivables that have APRs less than the sum of the Pass Through Rate or Interest Rate specified in the related Prospectus Supplement plus the Servicing Fee Rate specified in the related Prospectus Supplement (the “Required Rate”).  Unless otherwise specified in the related Prospectus Supplement, each Yield Maintenance Account will be maintained with the same entity with which the related Collection Account is maintained and will be created with an initial deposit in an amount and by the Depositor or other person specified in the related Prospectus Supplement.

On each Payment Date, the related indenture trustee will transfer to the Collection Account from monies on deposit in the Yield Maintenance Account an amount specified in the related Prospectus Supplement (the “Yield Maintenance Deposit”) in respect of the Receivables having APRs less than the Required Rate for such Payment Date.  Unless otherwise specified in the related Prospectus Supplement, amounts on deposit on any Payment Date in the Yield Maintenance Account in excess of the “Required Yield Maintenance Amount” specified in the related Prospectus Supplement, after giving effect to all payments to be made on such Payment Date, will be released to the Depositor.  Monies on deposit in the Yield Maintenance Account may be invested in Eligible Investments under the circumstances and in the manner described in the related Trust Agreement.  Any monies remaining on deposit in the Yield Maintenance Account upon the termination of the Issuing Entity also will be released to the Depositor.

67

Yield Maintenance Agreement.  If a Yield Maintenance Account is established with respect to any class or series of Notes that allows or requires any party to make deposits into such Yield Maintenance Account after the Closing Date, TMCC, the Depositor, any third party responsible for such deposits and the related owner trustee or indenture trustee, as the case may be, will enter into a “Yield Maintenance Agreement” pursuant to which, on each Payment Date, such party will deposit into the Yield Maintenance Account the difference between the amount held on deposit in the Yield Maintenance Account as of such Payment Date and the Required Yield Maintenance Amount, in each case determined after giving effect to all required withdrawals from the Yield Maintenance Account on such Payment Date.

Overcollateralization.  Overcollateralization is the amount by which the principal amount of the Receivables owned by an Issuing entity exceeds the principal amount of all of the Issuing Entity’s outstanding Securities.  Overcollateralization may be used as credit enhancement and/or to provide limited protection against losses and low-interest receivables.

Letter of Credit.  A letter of credit, which will be issued by a bank or other financial institution, may be issued in a maximum amount which may be permanently reduced as draws are made or may be replenished as previous draws are repaid from certain excess cash amounts generated by the Receivables. Draws may be made to cover shortfalls generally in collections, with respect to particular types of shortfalls such as those due to particular types of losses or with respect to specific situations such as shortfalls in amounts necessary to pay current interest.

Cash Collateral Account.  The Prospectus Supplement may provide that upon the occurrence of an event of default by the Servicer, a segregated cash collateral account may be established as security for the Servicer’s obligations under the Sale and Servicing Agreement.

Surety Bond.  The Prospectus Supplement may provide that the Issuing Entity enter into agreements (i.e. obtain a “Surety Bond” agreement) with an insurer pursuant to which the insurer guarantees payments of principal and/or interest on the Notes. If on any date specified in the Prospectus Supplement the amount on deposit in the Collection Account, after giving effect to all amounts deposited to or payable from a Payahead Account, any prefunding account or yield maintenance account or a capitalized interest agreement with respect to the related Payment Date, is less than the sum of the Servicing Fee, and amounts due to Noteholders on the related Payment Date, the indenture trustee by delivering a notice to the insurer will demand payment under any such Surety Bond in an amount equal to the deficiency. The related Prospectus Supplement will describe the circumstances and manner under which payments may be made under any such Surety Bond, either to Noteholders, or the owner trustee or the indenture trustee.

Guaranteed Investment Contracts.  Specified Available Collections (as that term is defined in the Prospectus Supplement) may be invested under a guaranteed investment contract issued by an insurance company, financial institution or other entity.

Repurchase Obligations.  Pursuant to agreements between TMCC and the Dealers, each Dealer is obligated to repurchase from TMCC contracts that do not meet certain representations and warranties made by such Dealer.  Such representations and warranties relate primarily to the origination of the contracts and the perfection of the security interests in the related Financed Vehicles, and do not typically relate to the creditworthiness of the related Obligors or the collectibility of such contracts.  In addition, the Depositor and TMCC will make representations and warranties relating to the Receivables’ compliance with law and the Issuing Entity’s ability to enforce the Contracts.  If the Depositor breaches any of these representations or warranties, the Issuing Entity’s sole remedy will be to require the Depositor to repurchase the affected Receivables.  Under certain circumstances, the Servicer will be obligated to repurchase Receivables from a given Issuing Entity pursuant to the related Sale and Servicing Agreement as a result of breaches of certain representations and warranties or covenants.  For additional information, you should refer to “Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables” and “—Servicing Procedures” in this prospectus.

Cash Deposits. The Depositor may fund accounts or may otherwise provide cash deposits to provide additional funds that may be applied to make payments on the Notes issued by the Issuing Entity. Any such arrangements will be disclosed in the related Prospectus Supplement.

68

Revolving Liquidity Note.  If so provided in the related Prospectus Supplement, pursuant to the related Sale and Servicing Agreement, and a Revolving Liquidity Note Agreement (the “Revolving Liquidity Note Agreement”), the Issuing Entity will issue a Revolving Liquidity Note (the “Revolving Liquidity Note”) to TMCC, or a creditworthy third party.  The related Prospectus Supplement will describe the circumstances and manner under which amounts may be drawn down under the Revolving Liquidity Note to make payments either to holders of the Notes covered thereby or to the Depositor or a third party.

Excess Interest. More interest is expected to be paid by the Obligors in respect of the Receivables than is necessary to pay the relatedservicing fee, trustee fees and expenses, and interest on the Notes for each payment period, as described in the related Prospectus Supplement. Any such excess in interest payments from Obligors will serve as additional credit enhancement.

Derivative Agreements. If specified in a related Prospectus Supplement, an Issuing Entity may enter into one or more currency or interest rate swap agreements to reduce its exposure to changes in currency exchange rates or interest rate risks, as applicable, or to offset basis risk between Receivables that pay based on one index and Notes that pay based on a different index.

Net Deposits

As an administrative convenience, unless the Servicer is required to remit collections daily (as described under “—Collections” above), the Servicer will be permitted to make the deposit of collections, aggregate Advances and Administrative Purchase Amounts for any Issuing Entity for or with respect to the related Collection Period on a monthly basis and net of payments to be made to the Servicer for such Issuing Entity with respect to such Collection Period.  The Servicer may cause to be made a single, net transfer from the Collection Account to the Payahead Account, if any, or vice versa.  The Servicer, however, will account to the owner trustee, any indenture trustee, the Noteholders and the Certificateholders with respect to each Issuing Entity as if all deposits, payments and transfers were made individually.  If the related Payment Dates are not the same for all classes of Notes, all distributions, deposits or other remittances made on a Payment Date will be treated as having been distributed, deposited or remitted on the same Payment Date for the applicable Collection Period for purposes of determining other amounts required to be distributed, deposited or otherwise remitted on a Payment Date.

Statements to Trustees and Issuing Entity

On a Business Day in each month that precedes each Payment Date (each a “Determination Date” to be specified in the related Prospectus Supplement), the Servicer will provide to the applicable indenture trustee and the applicable owner trustee a statement setting forth with respect to a series of Securities substantially the same information as is required to be provided in the periodic reports provided to Securityholders of such series described under “Certain Information Regarding the Notes—Reports to Securityholders” in this prospectus.

Evidence as to Compliance

Each Sale and Servicing Agreement will provide that a firm of nationally recognized independent accountants will furnish to the related Issuing Entity, indenture trustee and owner trustee annually a statement as to compliance in all material respects by the Servicer during the preceding twelve months (or, in the case of the first such certificate, from the applicable Closing Date, which may be a longer or shorter period) with certain standards relating to the servicing of the applicable Receivables.

Each Sale and Servicing Agreement will also provide for delivery to the related Issuing Entity, indenture trustee and owner trustee, substantially simultaneously with the delivery of such accountants’ statement referred to above, of a certificate signed by an officer of the Servicer stating that the Servicer has fulfilled its obligations under the Sale and Servicing Agreement throughout the preceding twelve months (or, in the case of the first such certificate, from the Closing Date) in all material respects or, if there has been a material default in the fulfillment of any such obligation, describing each such default.  The Servicer has agreed to give each indenture trustee and each owner trustee notice of certain Servicer Defaults under the related Sale and Servicing Agreement.

69

Each Sale and Servicing Agreement will require the Servicer to furnish to the related Issuing Entity and the indenture trustee any report or information required to facilitate compliance by the Issuing Entity with Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as that regulation may be amended from time to time, and subject to such clarification and interpretation as have been provided by the SEC in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518.70 Fed. Reg. 1.506.1.531 (January 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

Copies of such statements and certificates may be obtained by Noteholders by a request in writing addressed to the applicable indenture trustee.

Certain Matters Regarding the Servicer; Servicer Liability

Each Sale and Servicing Agreement will provide that TMCC may not resign from its obligations and duties as Servicer under the Sale and Servicing Agreement, except upon determination that TMCC’s performance of such duties is no longer permissible under applicable law, except as provided in the immediately following paragraph.  No such resignation will become effective until the related indenture trustee or a successor servicer has assumed TMCC’s servicing obligations and duties under such Sale and Servicing Agreement.

Under the circumstances specified in each Sale and Servicing Agreement, any entity into which the Servicer may be merged or consolidated, or any entity resulting from any merger or consolidation to which the Servicer is a party, or any entity succeeding to all or substantially all of the business of the Servicer will be the successor of the Servicer under such Sale and Servicing Agreement.

Each Sale and Servicing Agreement will further provide that neither the Servicer nor any of its directors, officers, employees and agents will be under any liability to the related Issuing Entity or the related Noteholders or Certificateholders for taking any action or for refraining from taking any action pursuant to such Sale and Servicing Agreement or for errors in judgment; except that neither the Servicer nor any such person will be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of the Servicer’s duties under the Sale and Servicing Agreement or by reason of reckless disregard of its obligations and duties under the Sale and Servicing Agreement.  In addition, each Sale and Servicing Agreement will provide that the Servicer is under no obligation to appear in, prosecute or defend any legal action that is not incidental to the Servicer’s servicing responsibilities under such Sale and Servicing Agreement and that, in its opinion, may cause it to incur any expense or liability.

Upon a termination of the Servicer, the indenture trustee will select and appoint a successor servicer to perform the outgoing Servicer’s duties and undertake its responsibilities and liabilities.  The appointed successor servicer must be an established financial institution with a net worth of at least $25,000,000 and whose regular business includes the servicing of contracts.  The successor servicer will hold all the rights of the outgoing Servicer under the Transfer and Servicing Agreements and will be entitled to receive the servicing fee described in the related Sale and Servicing Agreement.  No successor servicer appointed in accordance with the Transfer and Servicing Agreements may resign from its duties unless the law prohibits it from continuing to perform such duties.

Upon the termination or resignation of the Servicer, the outgoing Servicer will transfer all cash amounts that are to be held by the successor servicer to the successor servicer and will provide the successor servicer with all information regarding the Receivable files that is required for the proper servicing of the Receivables.   All reasonable and documented costs, expenses and fees incurred in connection with the transfer of Receivable files to the successor servicer under the provisions described in this paragraph will be paid by the outgoing Servicer.  The owner trustee and the indenture trustee will provide prompt written notice of any resignation or termination of the Servicer to the Certificateholders and Noteholders, respectively, upon either occurrence.

Servicer Default

Except as otherwise provided in the related Prospectus Supplement, “Servicer Default” under each Sale and Servicing Agreement will consist of (1) any failure by the Servicer (or the Depositor, so long as TMCC is the

70

Servicer) to deliver to the applicable owner trustee or indenture trustee for deposit in any of the Trust Accounts any required payment or to direct the applicable owner trustee or indenture trustee to make any required distributions therefrom, which failure continues unremedied for five Business Days after receipt by the Servicer of written notice of such failure given (a) to the Servicer (or the Depositor, so long as TMCC is the Servicer) by the applicable owner trustee or indenture trustee or (b) to the Depositor or the Servicer, as the case may be, and to the applicable owner trustee and indenture trustee, by the holders of Notes of the related series evidencing not less than a majority of the principal amount of such outstanding Notes of the Controlling Class; (2) any failure by the Servicer duly to observe or perform in any material respect any other covenant or agreement in such Sale and Servicing Agreement, which failure materially and adversely affects the rights of the Noteholders or the Certificateholders of the related series and which continues unremedied for 90 days after the giving of written notice of such failure (A) to the Servicer or the Depositor, as the case may be, by the applicable owner trustee or indenture trustee or (B) to the Servicer or the Depositor, as the case may be, and to the applicable owner trustee and indenture trustee, by the holders of Notes of the related series evidencing not less than a majority of the principal amount of such outstanding Notes of the Controlling Class; and (3) the occurrence of an Insolvency Event with respect to the Servicer.  Notwithstanding the foregoing, if a delay in or failure of performance referred to under clause (1) or (2) above was caused by force majeure or other similar occurrences, the grace period described in clauses (1) and (2) will be extended for an additional period of 60 calendar days.  Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the owner trustee, the indenture trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations.  The applicable Rating Agencies will be given prompt written notice of the occurrence of a Servicer Default.

“Insolvency Event” means, with respect to any Person, any of the following events or actions: certain events of insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings with respect to such Person and certain actions by such Person indicating its insolvency, reorganization pursuant to bankruptcy proceedings or inability to pay its obligations.

Rights Upon Servicer Default

Unless otherwise provided in the related Prospectus Supplement, as long as a Servicer Default under a Sale and Servicing Agreement remains unremedied, the related indenture trustee or holders of Notes of the related series evidencing not less than a majority of principal amount of such Notes of the Controlling Class then outstanding, acting together as a single class, may terminate all the rights and obligations of the Servicer under such Sale and Servicing Agreement (except for obligations that expressly survive termination), whereupon such indenture trustee or a successor servicer appointed by such indenture trustee will succeed to all the responsibilities, duties and liabilities of the Servicer under such Sale and Servicing Agreement and will be entitled to similar compensation arrangements.  If the Servicer becomes a debtor in bankruptcy or, if not eligible to be a debtor in bankruptcy, becomes the subject of insolvency proceedings, and no Servicer Default other than such commencement of a bankruptcy or insolvency proceeding has occurred, such indenture trustee or such Noteholders may be unable to effect a transfer of servicing.  In the event that such indenture trustee is unwilling or unable to so act, it may appoint, or petition a court of competent jurisdiction for the appointment of, a successor with a net worth of at least $50,000,000 and whose regular business includes the servicing of automobile and/or light duty truck receivables.  Such indenture trustee may make such arrangements for compensation to be paid, which in no event may be greater than the servicing compensation to the Servicer under such Sale and Servicing Agreement.  Notwithstanding such termination, the Servicer will be entitled to payment of certain amounts payable to it prior to such termination for services rendered prior to such termination.

Waiver of Past Defaults

With respect to each Issuing Entity that has issued Notes, unless otherwise provided in the related Prospectus Supplement (i) the holders of Notes evidencing not less than a majority of the principal amount of the then outstanding Notes of the Controlling Class of the related series, acting together as a single class, may, on behalf of all such Noteholders, waive any default by the Servicer in the performance of its obligations under the related Sale and Servicing Agreement and its consequences, except a Servicer Default in making any required deposits to or

71

payments from any of the Trust Accounts in accordance with such Sale and Servicing Agreement.  No such waiver will impair such Noteholders’ rights with respect to subsequent defaults.

Amendment

Unless otherwise provided in the related Prospectus Supplement, each of the Transfer and Servicing Agreements may be amended by the parties thereto, without the consent of the related Noteholders or Certificateholders, to cure any ambiguity, to correct or supplement any provisions in the Transfer and Servicing Agreements or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of such Transfer and Servicing Agreements or of modifying in any manner the rights of such Noteholders; provided, that either (i) an officer’s certificate has been delivered by the Servicer to the relevant trustees certifying that such officer reasonably believes that such supplemental indenture will not materially and adversely affect the interest of any such Noteholder or (ii) the relevant indenture trustee has been provided a letter from each applicable Rating Agency to the effect that such amendment will not result in the reduction or withdrawal of any rating it currently assigns to any class of Notes of the related series, or each other Rating Agency has been provided with 10 days prior notice of the proposed amendment and each such other Rating Agency has not notified the relevant trustee that the proposed amendment might or would result in the reduction or withdrawal of the rating it has currently assigned to any class of Notes of the related series.

Each Transfer and Servicing Agreement may also be amended by the parties thereto without the consent of any Noteholder or Certificateholder for the purpose of changing the formula or percentage for determining the Specified Reserve Account Balance, the manner in which a Reserve Account is funded, changing the remittance schedule for deposit of collections in accounts or changing the definition of Eligible Investments if the relevant trustee has been provided a letter from each applicable Rating Agency to the effect that such amendment will not result in the reduction or withdrawal of any rating it currently assigns to any class of Notes of the related Series, or each other Rating Agency has been provided with 10 days’ prior notice of the amendment and each such other Rating Agency has not notified the relevant trustee that the amendment might or would result in the reduction or withdrawal of the rating it has currently assigned to any class of Notes of the related Series.

Unless otherwise specified in the related Prospectus Supplement, the Transfer and Servicing Agreements may also be amended by the parties thereto, with the consent of the related indenture trustee and with prior notice to the Rating Agencies, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of any such agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under such agreement; provided, that if the interests of the Noteholders are materially and adversely affected, the Noteholders evidencing at least a majority of the outstanding principal amount of each class of Notes of the Controlling Class of the related series, acting as a single class have consented to such amendment.

However, no amendment to a Transfer and Servicing Agreement may (x) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the related Receivables or distributions that are required to be made for the benefit of such Noteholders or Certificateholders without the consent of all Noteholders and Certificateholders adversely affected thereby, or (y) reduce the percentage of the Notes or Certificates of such series which are required to consent to any such amendment without the consent of the Noteholders and Certficateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above will be deemed to not adversely affect any Noteholder if the relevant trustee has been provided a letter from each applicable Rating Agency to the effect that such amendment will not result in the reduction or withdrawal of the rating it has currently assigned to the Notes of that class, or each other Rating Agency has been provided with 10 days prior notice of the amendment and each such other Rating Agency has not notified the relevant trustee that the amendment might or would result in the reduction or withdrawal of the rating it has currently assigned to the Notes of that class.  No amendment referred to in clause (x) in the immediately preceding sentence will be permitted unless an officer’s certificate has been delivered by the Servicer to the relevant trustees certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any such Noteholder whose consent was not obtained.

72

Non-Petition

Each Trust Agreement will provide that the applicable owner trustee does not have the power to commence a voluntary proceeding in bankruptcy with respect to the related Issuing Entity without the unanimous prior approval of all Certificateholders (including the Depositor) of such Issuing Entity and the delivery to such owner trustee by each such Certificateholder (including the Depositor) of a certificate certifying that such Certificateholder reasonably believes that such Issuing Entity is insolvent.

In addition, each Transfer and Servicing Agreement will include an agreement of each party thereto that such party will not commence bankruptcy proceedings against the Issuing Entity or the Depositor in connection with any obligations relating to the Certificates, the Notes, such Agreement or any of the other related agreements prior to the date which is one year and one day after the termination of the Indenture.

Payment of Notes

Upon the payment in full of all outstanding Notes of a given series and the satisfaction and discharge of the related Indenture, the related owner trustee will succeed to all the rights of the indenture trustee, and the Certificateholders of such series will succeed to all the rights of the Noteholders of such series, under the related Sale and Servicing Agreement, except as otherwise provided in such Sale and Servicing Agreement.

Depositor Liability

Under each Sale and Servicing Agreement, the Depositor will agree to be liable directly to an injured party solely to the extent described in such Sale and Servicing Agreement.

Termination

With respect to each Issuing Entity, the obligations of the Servicer, the Depositor, the related owner trustee and the related indenture trustee, as the case may be, pursuant to the Transfer and Servicing Agreements will terminate upon the earlier of (i) the maturity or other liquidation of the last related Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Issuing Entity and (ii) the payment to Noteholders, if any, and Certificateholders of the related series of all amounts required to be paid to them pursuant to the Transfer and Servicing Agreements.

The related indenture trustee will give written notice of termination to each Noteholder of record. The final distribution to any Noteholder will be made only upon surrender and cancellation of that holder’s Note at any office or agency of the related indenture trustee specified in the notice of termination.  Any funds remaining in the Issuing Entity, after the related indenture trustee has taken measures to locate Noteholders as described in the related Sale and Servicing Agreement or Indenture and those measures have failed, will be distributed, subject to applicable law, as provided in the Indenture or the Trust Agreement, as applicable.

Unless otherwise provided in the related Prospectus Supplement, in order to avoid excessive administrative expense, the Servicer, or an affiliate, will have the option to purchase from each Issuing Entity, on any Payment Date, the Receivables remaining in the related Issuing Entity if, as of the last day of the related Collection Period, the related Pool Balance is equal to or less than the percentage specified in the related Prospectus Supplement of the Pool Balance on the related Cutoff Date, but in any case an amount at least equal to the unpaid principal amount of the outstanding Notes plus accrued and unpaid interest thereon and, if so specified in the related Prospectus Supplement, any amounts payable to the swap counterparty.  The related owner trustee or indenture trustee will give written notice of termination to each Securityholder.

If specified in the related Prospectus Supplement, if a default under the Revolving Liquidity Note occurs, the principal of each class of Notes may become immediately payable and the Issuing Entity will terminate upon payment of all amounts due to the Noteholders.  In such event, the indenture trustee will be obligated to liquidate the assets of the Issuing Entity and the proceeds therefrom (and amounts held in related accounts) will be applied to pay the Notes of the related series in full, to the extent of amounts available therefor.  Similarly, if so specified in the

73

related Prospectus Supplement, if a Swap Termination or an Event of Default occurs during a Revolving Period, such Swap Termination or Event of Default may cause the early termination of the Revolving Period and the commencement of payments of principal on the Notes.

Upon termination of any Issuing Entity, the related owner trustee will, or will direct the related indenture trustee to, promptly sell the assets of such Issuing Entity (other than the Trust Accounts) in a commercially reasonable manner and on commercially reasonable terms.  The proceeds from any such sale, disposition or liquidation of the Trust Estate of such Issuing Entity will be treated as collections on such Receivables and deposited in the related Collection Account.  With respect to any Issuing Entity, if the proceeds from the liquidation of the related Trust Estate and any amounts on deposit in the related Reserve Account, if any, Yield Maintenance Account, if any, Payahead Account, if any, and Collection Account are not sufficient to pay the Notes in full, the amount of principal returned to Noteholders of the related series will be reduced and some or all of such Noteholders will incur a loss.

As more fully described in the related Prospectus Supplement, any outstanding Notes of the related series will be redeemed concurrently with any of the events specified above and the subsequent payment to the related Certificateholders of all amounts required to be paid to them pursuant to the applicable Trust Agreement will effect early retirement of the Certificates of such series.

Administration Agreement

TMCC, in its capacity as administrator, will enter into an agreement (as amended and supplemented from time to time, an “Administration Agreement”) with each Issuing Entity that issues Notes and the related indenture trustee pursuant to which the administrator will agree, to the extent provided in such Administration Agreement, to provide the notices and to perform other administrative obligations required by the related Indenture.

In addition, and unless otherwise specified in the related Prospectus Supplement, it will be the obligation of the administrator to:

· pay the related indenture trustee the compensation provided for in the related Indenture;

· reimburse each indenture trustee for its reasonable expenses, disbursements and advances incurred by each such indenture trustee in accordance with the Indenture, except any such expense, disbursement or advance as may be attributable to its willful misconduct, negligence or bad faith;

· reimburse each owner trustee for its reasonable expenses, disbursements and advances incurred by each such owner trustee in accordance with the Trust Agreement, except any such expenses, disbursement or advance as may be attributable to its willful misconduct, gross negligence or bad faith; and

· indemnify each owner trustee and indenture trustee for, and hold them harmless against, any loss, liability or expense incurred without negligence (or gross negligence, in the case of an owner trustee) or bad faith on its part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the applicable agreements, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under the related Indenture or Trust Agreement, as applicable, to the extent it is entitled to such indemnification under the related Indenture, with respect to each indenture trustee, and under the related Trust Agreement, with respect to each owner trustee.

The obligations of the administrator with respect to the owner trustee and indenture trustee will survive the termination of the Administration Agreement.

If so specified in the related Prospectus Supplement with respect to any such Issuing Entity, as compensation for the performance of the administrator’s obligations under the applicable Administration Agreement

74

and as reimbursement for its expenses related thereto, the administrator will be entitled to a monthly administration fee of such amount as may be described in the related Prospectus Supplement (the “Administration Fee”), which fee will be paid by the Servicer.  If so specified in the related Prospectus Supplement, the administrator, pursuant to an Administration Agreement, will deliver appropriate draw requests under a Revolving Liquidity Note Agreement for execution and delivery by the indenture trustee 24 or more hours before the Servicer is required to put cash in the Collection Account.

The administrator may not resign or be removed until (i) a successor administrator is appointed by the Issuing Entity, (ii) such successor administrator has agreed in writing to be bound by the terms of the Administration Agreement in the same manner as the administrator and (iii) each applicable Rating Agency has confirmed to the related owner trustee that the proposed appointment of the successor administrator will not result in a reduction or withdrawal of any rating then assigned by such Rating Agency to the Notes issued by the related Issuing Entity or each other Rating Agency has been provided 10 days’ prior notice of the proposed appointment of the successor administrator and each such other Rating Agency has not notified the owner trustee or the Depositor that such action will result in a reduction or withdrawal of any rating then assigned by it to the related Notes.

Under the circumstances specified in each Administration Agreement, any entity into which the administrator may be merged or consolidated, or any entity resulting from any merger or consolidation to which the administrator is a party, or any entity succeeding to all or substantially all of the business of the administrator will be the successor of the administrator under such Administration Agreement.

The Administration Agreement may be amended by a written amendment signed by the Issuing Entity, the administrator, the owner trustee and the indenture trustee, but without the consent of the Noteholders or the Certificateholders, for the purpose of adding any provisions to or modifying or changing in any manner or eliminating any of the provisions of the Administration Agreement; provided, however, that an Officer’s Certificate is delivered by the Servicer to the Indenture Trustee in connection with such amendment certifying that either (i) such officer reasonably believes such amendment will not, adversely affect in any material respect the interests of any Noteholder or (ii) (x) has received a letter from each applicable Rating Agency to the effect that such Rating Agency will not reduce or withdraw the rating it has then currently assigned to any Class of Notes as a result of such amendment or (y) has provided each other Rating Agency with 10 days’ prior notice of such amendment and each such other Rating Agency has not notified the Indenture Trustee that such amendment might or would result in the reduction or withdrawal of the rating it has then currently assigned to any Class of Notes.

CERTAIN LEGAL ASPECTS OF THE RECEIVABLES

General

The transfer of the Receivables to the applicable Issuing Entity and the pledge of the Receivables to the applicable Indenture Trustee, the perfection of the security interests in the Receivables and the enforcement of rights to realize on the Financed Vehicles as collateral for the Receivables are subject to a number of federal and state laws, including the UCC as in effect in various states.  The Servicer and the Depositor will take the actions described below to perfect the rights of the applicable indenture trustee in the Receivables.  If another party purchases (including the taking of a security interest in) the Receivables for new value in the ordinary course of its business, without actual knowledge of the Issuing Entity’s interest, and takes possession or, in the case of electronic Receivables, control of the Receivables, that purchaser would acquire an interest in the Receivables superior to the interest of the Issuing Entity and the Indenture Trustee.

Security Interests

General. In states in which retail installment sales contracts such as the Receivables evidence the credit sale of automobiles and/or light duty trucks by dealers to Obligors, the contracts also constitute personal property security agreements and include grants of security interests in the vehicles under the applicable UCC.  Perfection of security interests in financed automobiles and/or light duty trucks is generally governed by the motor vehicle registration laws of the state in which the vehicle is located.  In most states, a security interest in an automobile or light duty truck is perfected by obtaining possession of the certificate of title to the Financed Vehicle or by a notation of the secured party’s lien on the vehicle’s certificate of title, as applicable.

75

All retail installment sales contracts acquired by TMCC from Dealers name TMCC as obligee or assignee and as the secured party.  TMCC also takes all actions necessary under the laws of the state in which the related Financed Vehicle is located to perfect its security interest in that Financed Vehicle, including, where applicable, having a notation of its lien recorded on the related certificate of title or with the department of motor vehicles and, where applicable, obtaining possession of that certificate of title.  Because TMCC continues to service the contracts as Servicer under the Sale and Servicing Agreement, the Obligors on the contracts will not be notified of the sale from TMCC to the Depositor or the sale from the Depositor to the related Issuing Entity.

Perfection.  Pursuant to the related Receivables Purchase Agreement, TMCC will sell and assign its security interest in the Financed Vehicles to the Depositor and, with respect to each Issuing Entity, pursuant to the related Sale and Servicing Agreement, the Depositor will sell and assign its security interest in the Financed Vehicles to that Issuing Entity.  Each Issuing Entity will pledge its security interest in the Financed Receivables to the applicable indenture trustee.  However, because of the administrative burden and expense, none of TMCC, the Depositor, the related Issuing Entity or the related indenture trustee will amend any certificate of title to identify that Issuing Entity or the applicable indenture trustee as the new secured party on such certificate of title relating to a Financed Vehicle.  However, UCC financing statements with respect to the transfer to the Depositor of TMCC’s security interest in the Financed Vehicles, the transfer to the Issuing Entity of the Depositor’s security interest in the Financed Vehicles and the transfer to the applicable indenture trustee of the Issuing Entity’s security interest in the Financed Vehicles will be filed with the appropriate governmental authorities.  In addition, the Servicer will continue to hold any certificates of title relating to the vehicles in its possession as custodian for the Depositor and that Issuing Entity pursuant to the related Sale and Servicing Agreement.  For additional information, you should refer to “Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables” in this prospectus.

In most states, an assignment of contracts and interests in motor vehicles such as that under each Receivables Purchase Agreement or each Sale and Servicing Agreement is an effective conveyance of a security interest without amendment of any lien noted on a vehicle’s certificate of title, and the assignee succeeds thereby to the assignor’s rights as secured party.  In those states, the Issuing Entity’s or the applicable indenture trustee’s security interest will not be noted on a vehicle’s certificate of title, but the Issuing Entity will have a perfected security interest in the vehicles.  The security interest of such Issuing Entity and the applicable indenture trustee in the vehicle could be defeated through fraud or negligence because neither the Issuing Entity nor the applicable indenture trustee will be listed as lienholder on the certificates of title.  In those states, in the absence of fraud or forgery by the vehicle owner or the Servicer or administrative error by state or local agencies, the notation of TMCC’s lien on the certificates of title will be sufficient to protect that Issuing Entity against the rights of subsequent purchasers of a Financed Vehicle or subsequent lenders who take a security interest in a Financed Vehicle.  In each Receivables Purchase Agreement, TMCC will represent and warrant, and in each Sale and Servicing Agreement, the Depositor will represent and warrant, that it has taken all action necessary to obtain a perfected security interest in each Financed Vehicle.  If there are any Financed Vehicles as to which TMCC failed to obtain and assign to the Depositor a perfected security interest, the security interest of the Depositor would be subordinate to, among others, subsequent purchasers of the Financed Vehicles and holders of perfected security interests in the Financed Vehicles.  To the extent that failure has a material and adverse effect on the Issuing Entity’s interest in the related Receivables, however, it would constitute a breach of the warranties of TMCC under the related Receivables Purchase Agreement or the Depositor under the related Sale and Servicing Agreement.  Accordingly, pursuant to the related Sale and Servicing Agreement, the Depositor would be required to repurchase the related Receivable from the Issuing Entity and, pursuant to the related Receivables Purchase Agreement, TMCC would be required to purchase that Receivable from the Depositor, in each case unless the breach was cured.  Pursuant to each Sale and Servicing Agreement, the Depositor will assign its rights to the related Issuing Entity or cause TMCC to purchase the Receivable under the related Receivables Purchase Agreement.  For additional information, you should refer to “Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables” and “Risk Factors—The issuing entity’s security interests in financed vehicles may be unenforceable or defeated” in this prospectus.

The requirements for the creation, perfection, transfer and release of liens in financed vehicles generally are governed by state law, and these requirements vary on a state-by-state basis. Failure to comply with these detailed requirements could result in liability to the trust or the release of the lien on the vehicle or other adverse consequences. For example, the State of New York recently passed legislation allowing a dealer of used motor

76

vehicles to have the lien of a prior lienholder in a motor vehicle released, and to have a new certificate of title with respect to that motor vehicle reissued without the notation of the prior lienholder’s lien, upon submission to the Commissioner of the New York Department of Motor Vehicles of evidence that the prior lien has been satisfied without any signature or formal release by the prior lienholder. It is possible that, as a result of fraud, forgery, negligence or error, a lien on a financed vehicle could be released without prior payment in full of the receivable.

Continuity of Perfection.  Under the laws of most states, the perfected security interest in a vehicle would continue for up to four months after the vehicle is moved to a state that is different from the one in which it is initially registered and the owner thereof re-registers the vehicle in the new state.  A majority of states generally require surrender of a certificate of title to re-register a vehicle.  In those states that require a secured party to hold possession of the certificate of title to maintain perfection of the security interest, the secured party would learn of the re-registration through the request from the Obligor under the related installment sale contract to surrender possession of the certificate of title.  In the case of vehicles registered in states providing for the notation of a lien on the certificate of title but not possession by the secured party (such as Texas), the secured party would receive notice of surrender from the state of re-registration if the security interest is noted on the certificate of title.  Thus, the secured party would have the opportunity to re-perfect its security interest in the vehicle in the state of relocation.  However, these procedural safeguards will not protect the secured party if through fraud, forgery or administrative error, the debtor somehow procures a new certificate of title that does not list the secured party’s lien.  Additionally, in states that do not require a certificate of title for registration of a motor vehicle, re-registration could defeat perfection.  In the ordinary course of servicing the Receivables, TMCC will take steps to effect re-perfection upon receipt of notice of re-registration or information from the Obligor as to relocation.  Similarly, when an Obligor sells a Financed Vehicle, TMCC must surrender possession of the certificate of title or will receive notice as a result of its lien noted on the certificate of title and accordingly will have an opportunity to require satisfaction of the related Receivable before release of the lien.  Under each Sale and Servicing Agreement, the Servicer will be obligated to take appropriate steps, at the Servicer’s expense, to maintain perfection of security interests in the Financed Vehicles and will be obligated to purchase the related Receivable if it fails to do so and that failure has a material and adverse effect on the Issuing Entity’s interest in the Receivable.

Priority of Liens Arising by Operation of Law.  Under the laws of most states (including California), liens for repairs performed on a motor vehicle and liens for unpaid taxes take priority over even a perfected security interest in a financed vehicle.  The Code also grants priority to specified federal tax liens over the lien of a secured party.  The laws of some states and federal law permit the confiscation of vehicles by governmental authorities under some circumstances if used in unlawful activities, which may result in the loss of a secured party’s perfected security interest in the confiscated vehicle.  For additional information, you should refer to “Forfeiture for Drug, RICO and Money Laundering Violations” in this prospectus.  TMCC will represent and warrant to the Depositor in each Receivables Purchase Agreement, and the Depositor will represent and warrant to the Issuing Entity in each Sale and Servicing Agreement, that, as of the related Closing Date, each security interest in a Financed Vehicle is prior to all other present liens (other than tax liens and any other liens that arise by operation of law) upon and security interests in that Financed Vehicle.  However, liens for repairs or taxes could arise, or the confiscation of a Financed Vehicle could occur, at any time during the term of a Receivable.  No notice will be given to the owner trustee, the indenture trustee, any Noteholders or the Certificateholders in respect of a given Issuing Entity if that a lien arises or confiscation occurs which would not give rise to the Depositor’s repurchase obligation under the related Sale and Servicing Agreement or TMCC’s repurchase obligation under the related Receivables Purchase Agreement.

Repossession

In the event of default by an Obligor, the holder of the related retail installment sale contract has all the remedies of a secured party under the UCC, except where specifically limited by other state laws.  Among the UCC remedies, the secured party has the right to perform repossession by self-help means, unless it would constitute a breach of the peace or is otherwise limited by applicable state law.  Unless a vehicle financed by TMCC is voluntarily surrendered, self-help repossession is the method employed by TMCC in most states and is accomplished simply by retaking possession of the Financed Vehicle.  In cases where an Obligor objects or raises a defense to repossession, or if otherwise required by applicable state law, a court order must be obtained from the appropriate state court, and that vehicle must then be recovered in accordance with that order.  In some jurisdictions, the secured party is required to notify that Obligor of the default and the intent to repossess the collateral and to give

77

that Obligor a time period within which to cure the default prior to repossession.  In some states, an Obligor has right to reinstate its contract and recover the collateral by paying the delinquent installments and other amount due.

Notice of Sale; Reinstatement and Redemption Rights

In the event of default by an Obligor under a retail installment sales contract, some jurisdictions require that the Obligor be notified of the default and be given a time period within which to cure the default prior to repossession.  Generally, this right of cure may only be exercised on a limited number of occasions during the term of the related contract.

The UCC and other state laws require the secured party to provide an Obligor with reasonable notice of the date, time and place of any public sale and/or the date after which any private sale of the collateral may be held.  In most states, under certain circumstances after any such financed vehicle has been repossessed, the related Obligor may reinstate the related contract by paying the delinquent installments and other amounts due.  Additionally, in most states, an Obligor has the right to redeem the collateral prior to actual sale by paying the secured party the unpaid principal balance of the obligation, accrued interest on the obligation plus reasonable expenses for repossessing, holding and preparing the collateral for disposition and arranging for its sale, plus, in some jurisdictions, reasonable attorneys’ fees.  In some states, an Obligor has the right to redeem the collateral prior to actual sale by payment of delinquent installments or the unpaid balance.

Deficiency Judgments and Excess Proceeds

The proceeds of resale of the vehicles generally will be applied first to the expenses of resale and repossession and then to the satisfaction of the indebtedness.  While some states impose prohibitions or limitations on deficiency judgments if the net proceeds from resale do not cover the full amount of the indebtedness, a deficiency judgment can be sought in those states that do not prohibit or limit those judgments.  In addition to the notice requirement described above, the UCC requires that every aspect of the sale or other disposition, including the method, manner, time, place and terms, be “commercially reasonable.”  Generally, courts have held that when a sale is not “commercially reasonable,” the secured party loses its right to a deficiency judgment.  However, the deficiency judgment would be a personal judgment against the Obligor for the shortfall, and a defaulting Obligor can be expected to have very little capital or sources of income available following repossession.  Therefore, in many cases, it may not be useful to seek a deficiency judgment or, if one is obtained, it may be settled at a significant discount or be uncollectible.  In addition, the UCC permits the Obligor or other interested party to recover for any loss caused by noncompliance with the provisions of the UCC.  Also, prior to a sale, the UCC permits the Obligor or other interested person to prohibit the secured party from disposing of the collateral if it is established that the secured party is not proceeding in accordance with the “default” provisions under the UCC.

Occasionally, after resale of a repossessed vehicle and payment of all expenses and indebtedness, there is a surplus of funds.  In that case, the UCC requires the creditor to remit the surplus to any holder of a subordinate lien with respect to that vehicle or if no such lienholder exists, the UCC requires the creditor to remit the surplus to the Obligor.

Certain Bankruptcy Considerations

In structuring the transactions contemplated in this prospectus, the Depositor has taken steps that are intended to make it unlikely that the voluntary or involuntary application for relief by TMCC under the United States Bankruptcy Code or similar applicable state laws (collectively, “Insolvency Laws”) will result in consolidation of the assets and liabilities of the Depositor or the Issuing Entity with those of TMCC.  These steps include the creation of the Depositor as a wholly owned, limited purpose subsidiary pursuant to a limited liability company agreement containing certain limitations (including requiring that the Depositor must at all times have at least one “Independent  Manager” and restrictions on the nature of the Depositor’s business and on its ability to commence a voluntary case or proceeding under any Insolvency Law without the affirmative vote of a majority of its managers, including each Independent Manager).  However, delays in payments on a series of Notes and possible reductions in the amount of those payments could occur if:

78

1. a court were to conclude that the assets and liabilities of the Depositor should be consolidated with those of TMCC in the event of the application of applicable Insolvency Laws to TMCC;

2. a filing were made under any Insolvency Law by or against the Depositor ore the related Issuing Entity; and

3. an attempt were made to litigate any of the foregoing issues.

On a Closing Date, counsel to the Depositor will give an opinion to the effect that, based on a reasoned analysis of analogous case law (although there is no precedent based on directly similar facts), and, subject to facts, assumptions and qualifications specified in the opinion and applying the principles described in the opinion, in the event of a voluntary or involuntary bankruptcy case in respect of the Depositor under Title 11 of the United States Bankruptcy Code at a time when the Depositor was insolvent, the property of the Issuing Entity would not properly be substantively consolidated with the property of the estate of the Depositor.  Among other things, that opinion will assume that each of the Depositor and the Issuing Entity will follow specified procedures in the conduct of its affairs, including maintaining records and books of account separate from those of the other, refraining from commingling its assets with those of the other, and refraining from holding itself out as having agreed to pay, or being liable for, the debt of the other.  The Depositor and the Issuing Entity intend to follow these and other procedures related to maintaining their separate corporate identities.  However, there can be no assurance that a court would not conclude that the assets and liabilities of the Depositor should be consolidated with those of the Issuing Entity.

TMCC will warrant in each Receivables Purchase Agreement that the sale of the related Receivables by it to the Depositor is a valid sale.  Notwithstanding the foregoing, if TMCC were to become a debtor in a bankruptcy case, a court could take the position that the sale of Receivables to the Depositor should instead be treated as a pledge of those Receivables to secure a borrowing of TMCC.  In addition, if the transfer of Receivables to the Depositor is treated as a pledge instead of a sale, a tax or government lien on the property of TMCC arising before the transfer of a Receivable to the Depositor may have priority over the Depositor’s interest in that Receivable.  In addition, while TMCC is the Servicer, cash collections on the Receivables may be commingled with the funds of TMCC and, in the event of that bankruptcy of TMCC, the Issuing Entity may not have a perfected interest in those collections.

TMCC and the Depositor will treat the transactions described in this prospectus as a sale of the Receivables to the Depositor, so that the automatic stay provisions of the United States Bankruptcy Code should not apply to the Receivables in the event that TMCC were to become a debtor in a bankruptcy case.

Dodd-Frank Act Orderly Liquidation Authority Provisions

General.  On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).  The Dodd-Frank Act, among other things, gives the Federal Deposit Insurance Corporation (“FDIC”) authority to act as receiver of certain bank holding companies, financial companies and their respective subsidiaries in specific situations under the Orderly Liquidation Authority (“OLA”) provisions of the Dodd-Frank Act.  The proceedings, standards, powers of the receiver and many substantive provisions of the OLA differ from those of the United States Bankruptcy Code in several respects.  In addition, because the legislation remains subject to clarification through FDIC regulations and has yet to be applied by the FDIC in any receivership, it is unclear what impact these provisions will have on any particular company, including TMCC, the Depositor, any Issuing Entity or any of their respective creditors.

Potential Applicability to TMCC, the Depositor and Issuing Entities.  There is uncertainty about which companies will be subject to the OLA rather than the United States Bankruptcy Code.  For a company to become subject to the OLA, the Secretary of the Treasury (in consultation with the President of the United States) must determine, among other things, that such company is in default or in danger of default, that the company’s failure and its resolution under the United States Bankruptcy Code “would have serious adverse effects on financial stability in the United States,” that no viable private sector alternative is available to prevent the default of the company and  an OLA proceeding would mitigate these adverse effects.

79

TMCC’s senior unsecured debt is currently given an investment grade rating.  TMCC’s business is generally limited to providing retail financing, dealer financing and certain other financial products and services to vehicle and industrial equipment dealers and their customers and marketing, underwriting and administering insurance agreements related to covering certain risks of vehicle dealers and their customers.  TMCC has many competitors in these businesses with substantial resources.  There can be no assurance, however, that circumstances will not change in the future or that, regardless of the nature and scope of TMCC’s business and competitive market, the Secretary would not determine that the failure of TMCC would have serious adverse effects on financial stability in the United States.

Under certain circumstances, if TMCC were determined to be a “covered financial company,” the applicable Issuing Entity or the Depositor could also be subject to the provisions of the OLA as a “covered subsidiary” of TMCC.  For a covered subsidiary to be considered a covered financial company for purposes of the OLA and therefore be subject to receivership under the OLA, (1) the FDIC would have to be appointed as receiver for TMCC under the OLA as described above, (2) the FDIC and the Secretary of the Treasury would have to jointly determine that (a) such Issuing Entity or Depositor, as applicable, is in default or in danger of default, (b) appointment of the FDIC as receiver of the covered subsidiary would avoid or mitigate serious adverse effects on the financial stability or economic conditions of the United States and (c) such appointment would facilitate the orderly liquidation of TMCC.  To mitigate the likelihood that an Issuing Entity or the Depositor would be subject to the OLA, no Issuing Entity intends to issue non-investment grade debt and the Depositor will not issue any debt. Moreover, each Issuing Entity will own a relatively small amount of the Receivables originated and serviced by TMCC and each Issuing Entity and the Depositor will be structured as a separate legal entity from TMCC and other Issuing Entities sponsored by TMCC.  Notwithstanding the foregoing, because of the novelty of the Dodd-Frank Act and the OLA provisions, the uncertainty of the Secretary of the Treasury’s determination and the fact that such determination would be made in the future under potentially different circumstances, no assurance can be given that the OLA provisions would not apply to TMCC, a particular Issuing Entity or the Depositor or, if it were to apply, that the timing and amounts of payments to the related series of Noteholders would not be less favorable than under the United States Bankruptcy Code.

FDIC’s Repudiation Power Under the OLA.  If the FDIC were appointed receiver of TMCC or of a covered subsidiary, including the applicable Issuing Entity or the Depositor, under the OLA, the FDIC would have various powers under the OLA, including the power to repudiate any contract to which TMCC or such covered subsidiary was a party, if the FDIC determined that performance of the contract was burdensome to the estate and that repudiation would promote the orderly administration of TMCC’s or such covered subsidiary’s affairs, as applicable.  In January 2011, the acting General Counsel of the FDIC (the “FDIC Counsel”) issued an advisory opinion confirming, among other things, its intended application of the FDIC’s repudiation power under OLA. In that advisory opinion, the FDIC Counsel stated that nothing in the Dodd-Frank Act changes the existing law governing the separate existence of separate entities under other applicable law. As a result, the FDIC Counsel was of the opinion that the FDIC as receiver for a covered financial company, which could include TMCC or its subsidiaries (including the Depositor or the applicable Issuing Entity), cannot repudiate a contract or lease unless it has been appointed as receiver for that entity or the separate existence of that entity may be disregarded under other applicable law. In addition, the FDIC Counsel was of the opinion that until such time as the FDIC Board of Directors adopts a regulation further addressing the application of Section 210(c) of the Dodd-Frank Act, if the FDIC were to become receiver for a covered financial company, which could include TMCC or its subsidiaries (including the Depositor or the applicable Issuing Entity), the FDIC will not, in the exercise of its authority under Section 210(c) of the Dodd-Frank Act, reclaim, recover, or recharacterize as property of that covered financial company or the receivership any asset transferred by that covered financial company prior to the end of the applicable transition period of a regulation provided that such transfer satisfies the conditions for the exclusion of such assets from the property of the estate of that covered financial company under the United States Bankruptcy Code. Although this advisory opinion does not bind the FDIC or its Board of Directors, and could be modified or withdrawn in the future, the advisory opinion also states that the FDIC Counsel will recommend that the FDIC Board of Directors incorporates a transition period of 90 days for any provisions in any further regulations affecting the statutory power to disaffirm or repudiate contracts. As no such regulations have been proposed, the foregoing FDIC Counsel’s interpretation currently remains in effect.  The advisory opinion also states that the FDIC staff anticipates recommending consideration of future regulations related to the Dodd-Frank Act.  To the extent any future regulations or subsequent FDIC actions in an OLA proceeding involving TMCC or its subsidiaries (including

80

the Depositor or your Issuing Entity), are contrary to this advisory opinion, payment or distributions of principal and interest on the Securities issued by the applicable Issuing Entity would be delayed and could be reduced.

We will structure the transfers of Receivables under the Receivables Purchase Agreement and the Sale and Servicing Agreement with the intent that they would be characterized as legal true sales under applicable state law and that the Receivables would not be included in the transferor’s bankruptcy estate under the United States Bankruptcy Code.  If the transfers are so characterized, based on the FDIC Counsel of the FDIC’s advisory opinion rendered in January 2011 and other applicable law, the FDIC would not be able to recover the transferred Receivables using its repudiation power.  However, if the FDIC were to successfully assert that the transfers of Receivables were not legal true sales and should instead be characterized as a security interest to secure loans, and if the FDIC repudiated those loans, the purchasers of the Receivables or the Noteholders, as applicable, would have a claim for their “actual direct compensatory damages,” which claim would be no less than the amount lent plus interest accrued to the date the FDIC was appointed receiver.  In addition, to the extent that the value of the collateral securing the loan exceeds such amount, the purchaser or the Noteholders, as applicable, would also have a claim for any interest that accrued after such appointment at least through the date of repudiation or disaffirmance.  In addition, even if the FDIC were to unsuccessfully challenge that the transfers were not legal true sales or that the FDIC would not repudiate a legal true sale, Noteholders could suffer delays in the payments on their Notes.

Also assuming that the FDIC were appointed receiver of TMCC or of a covered subsidiary, including the applicable Issuing Entity or the Depositor, under the OLA, the FDIC’s repudiation power would extend to continuing obligations of TMCC or that covered subsidiary, as applicable, including its obligations to repurchase Receivables for breach of representation or warranty as well as its obligation to service the Receivables.  If the FDIC were to exercise this repudiation power, Noteholders would not be able to compel TMCC or any applicable covered subsidiary to repurchase Receivables for breach of representation and warranty and instead would have a claim for damages in TMCC’s or that covered subsidiary’s receivership, as applicable, and thus would suffer delays and may suffer losses of payments on their Notes.  Noteholders would also be prevented from replacing the Servicer during the stay.  In addition, if the FDIC were to repudiate TMCC’s obligations as Servicer, there may be disruptions in servicing as a result of a transfer of servicing to a third party and Noteholders may suffer delays or losses of payments on their Notes.  In addition, there are other statutory provisions under the OLA enforceable by the FDIC under which, if the FDIC takes action, payments or distributions of principal and interest on the Notes issued by the related Issuing Entity would be delayed and may be reduced.

In addition, under the OLA, none of the parties to the Receivables Purchase Agreement, Sale and Servicing Agreement, the Administration Agreement and the Indenture could exercise any right or power to terminate, accelerate, or declare a default under those contracts, or otherwise affect TMCC’s or a covered subsidiary’s rights under those contracts without the FDIC’s consent for 90 days after the receiver is appointed.  During the same period, the FDIC’s consent would also be needed for any attempt to obtain possession of or exercise control over any property of TMCC or of a covered subsidiary.  The requirement to obtain the FDIC’s consent before taking these actions relating to a covered financial company’s contracts or property is comparable to the “automatic stay” in bankruptcy.

If an Issuing Entity were to become subject to the OLA, the FDIC may repudiate the debt of such Issuing Entity.  In such an event, the related series of Noteholders would have a secured claim in the receivership of such Issuing Entity for “actual direct compensatory damages” as described above, but delays in payments on such series of Notes would occur and possible reductions in the amount of those payments could occur.  In addition, for a period of 90 days after a receiver was appointed, Noteholders would be stayed from accelerating the debt or exercising any remedies under the Indenture.

FDIC’s Avoidance Power Under the OLA.  Under statutory provisions of the OLA similar to those of the United States Bankruptcy Code, the FDIC could avoid transfers of Receivables that are deemed “preferential.”  On July 15, 2011, the FDIC Board of Directors issued a final rule (the “Final Rule”) which, among other things, clarifies that the treatment of preferential transfers under the OLA was intended to be consistent with, and should be interpreted in a manner consistent with, the related provisions under the United States Bankruptcy Code.  The Final Rule became effective on August 15, 2011.  Based on the Final Rule, a transfer of the Receivables perfected by the filing of a UCC financing statement against TMCC, the Depositor and the applicable Issuing Entity as provided in

81

the applicable Transfer and Servicing Agreements would not be avoidable by the FDIC as a preference under the OLA.  For additional information, you should refer to “—Bankruptcy Considerations” above.

Consumer Protection Laws

Numerous federal and state consumer protection laws and related regulations impose substantial requirements upon lenders and servicers involved in consumer finance.  These laws include the Truth in Lending Act, the Equal Credit Opportunity Act, the Federal Trade Commission Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Magnuson Moss Warranty Act, the Consumer Financial Protection Bureau’s Regulations B and Z, the Gramm-Leach-Bliley Act, the Servicemembers’ Civil Relief Act (the “Relief Act”), the National Consumer Credit Protection Act, the Texas Consumer Credit Code, the Dodd-Frank Act, state adoptions of the National Consumer Act and of the Uniform Consumer Credit Code and state motor vehicle retail installment sales acts and other similar laws.  Many states have adopted “lemon laws” that provide redress to consumers who purchase a vehicle that remains out of compliance with its manufacturer’s warranty after a specified number of attempts to correct a problem or a specified time period.  Also, state laws impose finance charge ceilings and other restrictions on consumer transactions and require contract disclosures in addition to those required under federal law.  These requirements impose specific statutory liabilities upon creditors who fail to comply with their provisions.  In some cases, this liability could affect an assignee’s ability to enforce consumer finance contracts such as the Receivables.

With respect to used vehicles, the Federal Trade Commission’s Rule on Sale of Used Vehicles (the “FTC Rule”) requires all sellers of used vehicles to prepare, complete and display a “Buyers Guide” which explains the warranty coverage for such vehicles.  The Federal Magnuson-Moss Warranty Act and state lemon laws may impose further obligations on motor vehicle dealers.  Holders of the Receivables may have liability or claims and defenses under those statutes, the FTC Rule and similar state statutes.

The so called “Holder in Due Course” Rule of the Federal Trade Commission (the “HDC Rule”), the provisions of which are generally duplicated by the Uniform Consumer Credit Code, other statutes or the common law in some states, has the effect of subjecting a seller (and specified creditors and their assignees) in a consumer credit transaction to all claims and defenses which the Obligor in the transaction could assert against the seller of the goods.  Liability under the HDC Rule is limited to the amounts paid by the Obligor under the contract, and the holder of the Receivable may also be unable to collect any balance remaining due under that contract from the Obligor.

Most of the Receivables will be subject to the requirements of the HDC Rule.  Accordingly, each Issuing Entity, as holder of the related Receivables, will be subject to any claims or defenses that the purchaser of the applicable Financed Vehicle may assert against the seller of the related Financed Vehicle.  For each Obligor, these claims are limited to a maximum liability equal to the amounts paid by the Obligor on the related Receivable.  Under most state motor vehicle dealer licensing laws, sellers of motor vehicles are required to be licensed to sell motor vehicles at retail sale.  Furthermore, federal odometer regulations promulgated under the Motor Vehicle Information and Cost Savings Act require that all sellers of new and used vehicles furnish a written statement signed by the seller certifying the accuracy of the odometer reading.  If the seller is not properly licensed or if a written odometer disclosure statement was not provided to the purchaser of the related financed vehicle, an Obligor may be able to assert a defense against the seller of the vehicle.  If an Obligor were successful in asserting any of those claims or defenses, that claim or defense would constitute a breach of the Depositor’s representations and warranties under the related Sale and Servicing Agreement and a breach of TMCC’s warranties under the related Receivables Purchase Agreement and would, if the breach materially and adversely affects the Receivable or the interest of the Noteholders, create an obligation of the Depositor and TMCC, respectively, to repurchase the Receivable unless the breach is cured.  For additional information, you should refer to “Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables” in this prospectus.

Courts have applied general equitable principles to secured parties pursuing repossession and litigation involving deficiency balances.  These equitable principles may have the effect of relieving an Obligor from some or all of the legal consequences of a default.  Any such shortfall, to the extent not covered by amounts payable to the Noteholders from amounts on deposit in the related Reserve Account or from coverage provided under any other credit enhancement mechanism, could result in losses to the Noteholders.

82

TMCC and the Depositor will represent and warrant under each Receivables Purchase Agreement and each Sale and Servicing Agreement, as applicable, that each Receivable complies with all requirements of law in all material respects.  Accordingly, if an Obligor has a claim against such Issuing Entity for violation of any law and such claim materially and adversely affects such Issuing Entity’s interest in a Receivable, such violation would constitute a breach of the representations and warranties of TMCC under the Receivables Purchase Agreement and the Depositor under such Sale and Servicing Agreement and would create an obligation of TMCC and the Depositor to repurchase the Receivable unless the breach is cured.  For additional information, you should refer to “Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables” in this prospectus.

Forfeiture for Drug, RICO and Money Laundering Violations

Federal law provides that property purchased or improved with assets derived from criminal activity or otherwise tainted, or used in the commission of certain offenses can be seized and ordered forfeited to the United States of America.  The offenses that can trigger such a seizure and forfeiture include, among others, violations of the Racketeer Influenced and Corrupt Organizations Act, the Bank Secrecy Act, the anti-money laundering laws and regulations, including the USA Patriot Act of 2001 and the regulations issued pursuant thereto, as well as the narcotic drug laws.  In many instances, the United States may seize the property even before a conviction occurs.

Other Limitations

In addition to the laws limiting or prohibiting deficiency judgments, numerous other statutory provisions, including federal bankruptcy laws and related state laws, may interfere with or affect the ability of a secured party to realize upon collateral or to enforce a deficiency judgment.  For example, in a Chapter 13 proceeding under the United States Bankruptcy Code, a court may prevent a creditor from repossessing a vehicle and, as part of the rehabilitation plan, reduce the amount of the secured indebtedness to the market value of the vehicle at the time of bankruptcy (as determined by the court), leaving the creditor as a general unsecured creditor for the remainder of the indebtedness.  A bankruptcy court may also reduce the monthly payments due under a contract or change the rate of interest and time of repayment of the indebtedness.

Under the terms of the Relief Act, an Obligor who enters the military service (including members of the Army, Navy, Air Force, Marines, National Guard, and officers of the National Oceanic and Atmospheric Administration and U.S. Public Health Service assigned to duty with the military) after the origination of that Obligor’s Receivable (including an Obligor who is a member of the National Guard or is in reserve status at the time of the origination of the Obligor’s Receivable and is later called to active duty) may not be charged interest above an annual rate of 6% during the period of that Obligor’s active duty status after a request for relief by the Obligor.  The Relief Act provides for extension of payments during a period of service upon request of the Obligor.  Interest at a rate in excess of 6% that would have been incurred but for the Relief Act is forgiven.  It is possible that the foregoing could have an effect on the ability of the Servicer to collect the full amount of interest owing on some of the Receivables.  In addition, the Relief Act and the laws of some states, including California, New York and New Jersey, impose limitations that would impair the ability of the Servicer to repossess the released Financed Vehicle during the Obligor’s period of active duty status and, under certain circumstances, during an additional period thereafter.  Thus, if that Receivable goes into default, there may be delays and losses occasioned by the inability to exercise the Issuing Entity’s rights with respect to the Receivable and the related Financed Vehicle in a timely fashion.

Any shortfall pursuant to either of the two preceding paragraphs, to the extent not covered by amounts payable to the Noteholders or Certificateholders from amounts on deposit in the related Reserve Account or from coverage provided under any other credit enhancement mechanism, could result in losses to the Noteholders and Certificateholders.  For additional information, you should refer to “Risk Factors—The return on the notes could be reduced by shortfalls due to the Servicemembers Civil Relief Act” in this prospectus.

TMCC DEMAND NOTES

The following summary describes certain terms of demand notes that may be issued from time to time by TMCC (the “TMCC Demand Notes”).  TMCC Demand Notes will be issued under a Demand Notes Indenture (the “Demand Notes Indenture”), between TMCC and the trustee under the Demand Notes Indenture (in such capacity, the “Demand Notes Indenture Trustee”).  The characteristics of any particular series of TMCC Demand Notes and the provisions of any particular Demand Notes Indenture will be more fully described in the related Prospectus

83

Supplement.  In addition, this summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions of any Demand Notes Indenture that is entered into by the related Issuing Entity.

Issuer of the TMCC Demand Notes

Toyota Motor Credit Corporation provides a variety of finance and insurance products, including retail financing, leasing, dealer financing, insurance products and services to vehicle and industrial equipment dealers and their customers.  

TMCC was incorporated in California in 1982 and began operations in 1983. TMCC’s principal executive offices are located at 19001 South Western Avenue, Torrance, California 90501, and TMCC’s telephone number is (310) 468-1310.

TMCC is a wholly-owned subsidiary of Toyota Financial Services Americas Corporation, a holding company owned 100% by Toyota Financial Services Corporation (“TFSC”).  TFSC, in turn, is a wholly-owned subsidiary of Toyota Motor Corporation (“TMC”).  TFSC was incorporated in July 2000 and its corporate headquarters is located in Nagoya, Japan. The purpose of TFSC is to control and manage Toyota’s finance operations worldwide.

For additional information regarding TMCC, you should refer to “The Sponsor, Administrator, Servicer and Issuer of the TMCC Demand Notes,” “TMCC Demand Notes—Where You Can Find More Information” and “Incorporation of Certain Documents by Reference Relating to Demand Notes Issued by Toyota Motor Credit Corporation” in this prospectus.

General

Collections in respect of the Receivables will be applied to make payments of interest and principal of each class of Notes.  If so specified in the related Prospectus Supplement, payments of interest and/or principal of one or more classes of Notes may be made on a quarterly, semi-annual or annual basis, and not simply as a pass through of collections received during a particular month.  In order to make distributions of principal and/or interest on a basis other than monthly, the indenture trustee will be required to invest amounts otherwise payable as principal or interest of the specified classes of Notes in highly rated investments maturing on or just prior to specified Payment Dates and bearing interest at rates specified in the related Prospectus Supplement as directed by the Servicer.  The indenture trustee may invest some or all such funds in TMCC Demand Notes.  The indenture trustee may invest in TMCC Demand Notes even if payments to holders of such securities are to be paid monthly.  If so specified in the related Prospectus Supplement, the TMCC Demand Notes will be an Eligible Investment.

The outstanding principal amount of the TMCC Demand Notes purchased with collections will change from time to time, depending on the amount of collections invested.  The aggregate principal amount of TMCC Demand Notes that may be issued under any Demand Notes Indenture will be described in the related Prospectus Supplement.  Interest on the TMCC Demand Notes will be paid at rates and on terms described in the related Prospectus Supplement.  Different forms of TMCC Demand Notes may be used to represent investments of Collections relating to interest and investments of Collections relating to principal.  TMCC Demand Notes representing investments of Collections relating to interest will mature on or before the dates on which interest is to be paid to Noteholders.  TMCC Demand Notes representing investments of Collections relating to principal will mature on or before the dates on which principal is to be paid to Noteholders.  In addition, the indenture trustee will generally have the right to demand payment of the TMCC Demand Notes in connection with the reduction of TMCC’s rating to a level below that specified in the related Prospectus Supplement or upon the occurrence of other events specified in the related Prospectus Supplement.  For additional information, you should refer to “Risk Factors—The rating of a swap counterparty or the issuer of demand notes may affect the ratings of the notes” in this prospectus.  The payment terms relating to the TMCC Demand Notes will be described in detail in the related Prospectus Supplement.

TMCC Demand Notes will be unsecured general obligations of TMCC and will rank pari passu with all other unsecured and unsubordinated indebtedness of TMCC outstanding from time to time.  TMCC Demand Notes will not be subject to redemption by TMCC and will not have the benefit of any sinking fund.

Any TMCC Demand Notes will be issued only in fully registered form without interest coupons, and payment of principal of and interest on TMCC Demand Notes will be made by the Demand Notes Indenture Trustee

84

as paying agent by wire transfer to an account maintained by the indenture trustee, as the holder of the TMCC Demand Notes.

No Noteholder will have a direct interest in any TMCC Demand Notes or have any direct rights under the TMCC Demand Notes or the Demand Notes Indenture.  The Issuing Entity will be the only holder of the TMCC Demand Notes, which it will hold for the benefit of the Noteholders.  In the event any vote or other action, including action upon the occurrence of an Event of Default under the Demand Notes Indenture, is required or permitted by the holders of the TMCC Demand Notes under the Demand Notes Indenture, the Issuing Entity as such holder will be permitted to vote or take such other action as it deems fit.  However, the Issuing Entity will be permitted, but not required, to seek the direction of the Noteholders before taking any such action, all as further described in the related Prospectus Supplement.  References under this caption to “holders of the TMCC Demand Notes” and phrases of similar import will be to the Issuing Entity as the holder of the TMCC Demand Notes.

If so specified in the related Prospectus Supplement, the Issuing Entity may invest in TMCC Demand Notes even if payments on Notes of the related series are to be paid monthly.  If so specified in the related Prospectus Supplement, the Issuing Entity may invest amounts on deposit in any Reserve Account in TMCC Demand Notes.

Removal of Demand Notes Indenture Trustee; Successor Demand Notes Indenture Trustee

The Demand Notes Indenture Trustee may resign by providing written notice to TMCC and the Issuing Entity, as holder of the TMCC Demand Notes.  The Issuing Entity, as holder of the TMCC Demand Notes, may remove the Demand Notes Indenture Trustee by written notice thereto and to TMCC, and may appoint a successor Demand Notes Indenture Trustee.  TMCC may remove the Demand Notes Indenture Trustee in the event that: (a) the Demand Notes Indenture Trustee fails to continue to satisfy the criteria for eligibility to act as Demand Notes Indenture Trustee; (b) the Demand Notes Indenture Trustee is adjudged a bankrupt or insolvent; (c) a receiver or other public officer takes charge of the Demand Notes Indenture Trustee or its property; or (d) the Demand Notes Indenture Trustee otherwise becomes incapable of acting in such capacity.

If the Demand Notes Indenture Trustee resigns, is removed or is unable to act as Demand Notes Indenture Trustee for any reason, TMCC will promptly appoint a successor Demand Notes Indenture Trustee, unless the Issuing Entity has already done so.  Within one year after a successor Demand Notes Indenture Trustee takes office, the Issuing Entity may appoint a successor Demand Notes Indenture Trustee to replace any successor Demand Notes Indenture Trustee appointed by TMCC.  Any resignation or removal of the Demand Notes Indenture Trustee and appointment of a successor Demand Notes Indenture Trustee will become effective only upon such successor’s acceptance of such appointment and the payment of outstanding fees and expenses due to the prior Demand Notes Indenture Trustee as described in the Demand Notes Indenture.

Successor Corporation

The Demand Notes Indenture provides that TMCC may consolidate with, or sell, lease or convey all or substantially all of its assets to, or merge with or into, any other corporation, provided, that in any such case: (i) either TMCC will be the continuing corporation, or the successor corporation will be a corporation organized and existing under the laws of the United States or any state thereof and will expressly assume, by execution and delivery to the Demand Notes Indenture Trustee of a supplemental Demand Notes Indenture in form satisfactory thereto, all of the obligations of TMCC under the TMCC Demand Notes and the Demand Notes Indenture; and (ii) TMCC or such successor corporation, as the case may be, will not, immediately after such merger or consolidation, or such sale, lease or conveyance, be in default in the performance of any such obligation.  Subject to certain limitations in the Demand Notes Indenture, the Demand Notes Indenture Trustee may receive from TMCC an officer’s certificate and an opinion of counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, complies with the provisions of the Demand Notes Indenture.

TMCC Statement as to Compliance

TMCC will deliver to the Demand Notes Indenture Trustee, within 120 days after the end of each fiscal year, a written statement signed by the principal executive officer, the principal financial officer or the principal accounting officer of the Company, stating that:

85

· a review of the activities of TMCC during such year and of its performance under the Demand Notes Indenture has been made under his or her supervision, and  (b) to the best of his or her knowledge, based on such review, (i) TMCC has complied with all the conditions and covenants imposed on it under the Demand Notes Indenture throughout such year, or, if there has been a default in the fulfillment of any such condition or covenant, specifying each such default known to him or her and the nature and status thereof, and (ii) no event has occurred and is continuing which is, or after notice or lapse of time or both would become, an event of default under the Demand Notes Indenture, or, if such an event has occurred and is continuing, specifying each such event known to him and the nature and status thereof.

· TMCC will deliver to the Trustee, within five days after the occurrence thereof, written notice of any event which after notice or lapse of time or both would become an event of default under the Demand Notes Indenture.

Supplemental Demand Notes Indentures

Supplemental Demand Notes Indentures may be entered into by TMCC and the Demand Notes Indenture Trustee without the consent of the holder of the TMCC Demand Notes (a) to cure any ambiguity, to correct or supplement any provisions in a Supplemental Demand Notes Indenture that may be inconsistent with any other provision of such Supplemental Demand Notes Indenture or to add any other provision with respect to matters or questions arising under the Demand Notes Indenture which are not inconsistent with the provisions thereof, provided that any such action will not, in the good faith judgment of the parties, materially and adversely affect the interest of any holder of TMCC Demand Notes or any Noteholder and the Demand Notes Indenture Trustee will be furnished an opinion of counsel to the effect that such amendment will not materially and adversely affect the interest of any Noteholder, and (b) for purposes of appointing a successor trustee under a Demand Notes Indenture or in connection with any merger or consolidation of TMCC or the transfer or lease of the assets of TMCC in their entirety, in each case in accordance with the provisions of the Demand Notes Indenture.  In addition, supplemental Demand Notes Indentures may be entered into by TMCC and the Demand Notes Indenture Trustee with the consent of the holder of the TMCC Demand Notes (which consent will not be given except at the written direction of Holders of at least 25% in aggregate principal amount of the Notes issued by an Issuing Entity acting as a single class) for the purpose of adding any provisions to or changing in any manner or eliminating any other provisions of the Demand Notes Indenture or of modifying in any manner the rights with respect to the TMCC Demand Notes, provided that no supplemental Demand Notes Indenture may, among other things, reduce the principal amount of or interest on any TMCC Demand Notes, change the maturity date for the payment of the principal, the date on which interest will be payable or other terms of payment or reduce the percentage of holders of TMCC Demand Notes necessary to modify or alter the Demand Notes Indenture, without the consent of each Holder of Securities affected thereby.

Events of Default Under the Demand Notes Indenture

The Demand Notes Indenture defines an Event of Default with respect to the TMCC Demand Notes as being any one of the following events: (i) default in payment of principal on the TMCC Demand Notes and continuance of such default for a period of 10 days; (ii) default in payment of any interest on the TMCC Demand Notes and continuance of such default for a period of 30 days; (iii) default in the performance, or breach, of any other covenant or warranty of TMCC in the Demand Notes Indenture continued for 90 days after appropriate notice; and (iv) certain events of bankruptcy, insolvency or reorganization.  If an Event of Default occurs and is continuing, the Demand Notes Indenture Trustee or the holders of at least 25% in aggregate principal amount of TMCC Demand Notes may declare the TMCC Demand Notes to be due and payable.

At any time after such a declaration of acceleration with respect to TMCC Demand Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Demand Notes Indenture Trustee, the holders of not less than a majority in principal amount of the outstanding TMCC Demand Notes, by written notice to TMCC and the Demand Notes Indenture Trustee, may rescind and annul such declaration and its consequences if:

86

· TMCC has paid or deposited with the Demand Notes Indenture Trustee a sum of money sufficient to pay:

§ all sums paid or advanced by the Demand Notes Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Demand Notes Indenture Trustee, its agents and counsel;

§ all due and overdue installments of interest on all TMCC Demand Notes;

§ the principal of any TMCC Demand Notes which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by or provided for in such TMCC Demand Notes; and

§ to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the rate borne by or provided for in such TMCC Demand Notes; and

· all Events of Default under the Demand Notes Indenture with respect to TMCC Demand Notes, other than the non-payment of the principal of, and interest on TMCC Demand Notes which will has become due solely by such declaration of acceleration, has been cured or waived as provided in the Demand Notes Indenture.

Any past default with respect to the TMCC Demand Notes may be waived by the holders of a majority in aggregate principal amount of the outstanding TMCC Demand Notes, except in a case of failure to pay principal of or interest on the TMCC Demand Notes for which payment has not been subsequently made or a default in respect of a covenant or provision of the Demand Notes Indenture which cannot be modified or amended without the consent of the holder of each outstanding TMCC Demand Note.  TMCC will be required to file with the Demand Notes Indenture Trustee annually an officer’s certificate as to the absence of certain defaults.  The Demand Notes Indenture Trustee may withhold notice to holders of the TMCC Demand Notes of any default with respect to such series (except in payment of principal or interest) if it in good faith determines that it is in the interest of such holders to do so.

If there is a default in the payment of interest or principal on any TMCC Demand Note and such default continues for a period of 30 days in the case of interest or a period of 10 days in the case of principal, TMCC will, upon demand of the Demand Notes Indenture Trustee, pay to the Demand Notes Indenture Trustee, for the benefit of the holders of such TMCC Demand Notes, the whole amount of money then due and payable with respect to such TMCC Demand Notes with interest upon the overdue principal and, to the extent that payment of such interest will be legally enforceable, upon any overdue installments of interest at the rate borne by or provided for in such TMCC Demand Notes, and, in addition thereto, such further amount of money as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If TMCC fails to pay the money it is required to pay the Demand Notes Indenture Trustee as stated in the preceding paragraph upon the demand of the Demand Notes Indenture Trustee, the Demand Notes Indenture Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the money so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against TMCC or any other obligor upon such TMCC Demand Notes and collect the money adjudged or decreed to be payable in the manner provided by law out of the property of TMCC or any other obligor upon such TMCC Demand Notes wherever situated.

If an Event of Default with respect to TMCC Demand Notes occurs and is continuing, the Demand Notes Indenture Trustee may in its discretion proceed to protect and enforce its rights and the rights of the holders of TMCC Demand Notes by such appropriate judicial proceedings as the Demand Notes Indenture Trustee will deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in the Demand Notes Indenture or such TMCC Demand Notes or in aid of the exercise of any power granted herein or therein, or to enforce any other proper remedy.

87

Subject to the provisions of the Demand Notes Indenture relating to the duties of the Demand Notes Indenture Trustee in case an Event of Default will occur and be continuing, the Demand Notes Indenture Trustee will be under no obligation to exercise any of its rights or powers under the Demand Notes Indenture at the request or direction of any of the holders of TMCC Demand Notes, unless such holders have offered to the Demand Notes Indenture Trustee indemnity or security satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.  The Demand Notes Indenture Trustee may consult with counsel and the written advice of such counsel or any opinion of counsel will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.  The Demand Notes Indenture Trustee will not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers.  Subject to provisions in the Demand Notes Indenture for the indemnification of the Demand Notes Indenture Trustee and to certain other limitations, the holders of a majority in principal amount of the outstanding TMCC Demand Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Demand Notes Indenture Trustee, or exercising any Issuing Entity or power conferred on the Demand Notes Indenture Trustee with respect to the TMCC Demand Notes.

Absence of Covenants

The provisions of the Demand Notes Indenture do not contain any covenants that limit the ability of TMCC to subject its properties to liens, to enter into any type of transaction or business or to secure any of its other indebtedness without providing security for the TMCC Demand Notes.  The provisions of the Demand Notes Indenture do not afford the holders of the TMCC Demand Notes protection in the event of a highly leveraged transaction, reorganization, restructuring, change in control, merger or similar transaction or other event.

Defeasance and Discharge of Demand Notes Indenture

TMCC may satisfy and discharge its obligations under the Demand Notes Indenture by delivering to the Demand Notes Indenture Trustee for cancellation all outstanding TMCC Demand Notes, or depositing with the Demand Notes Indenture Trustee money sufficient to pay the principal of and interest on the outstanding TMCC Demand Notes on the date on which any such payments are due and payable in accordance with the terms of the Demand Notes Indenture and the TMCC Demand Notes, and in each case by satisfying certain additional conditions in the Demand Notes Indenture.  However, in the case of any such deposit, certain of TMCC’s obligations under the Demand Notes Indenture (including the obligation to pay the principal and interest on the outstanding TMCC Demand Notes) will continue until all of the TMCC Demand Notes are paid in full.

Regarding the Demand Notes Indenture Trustee

The Demand Notes Indenture Trustee may be the applicable trustee and/or indenture trustee.  The Demand Notes Indenture contains certain limitations on the right of the Demand Notes Indenture Trustee, should it become a creditor of TMCC, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise.  The Demand Notes Indenture Trustee is permitted to engage in other transactions with TMCC; provided, however, that if the Demand Notes Indenture Trustee acquires any conflicting interest it must eliminate such conflict or resign.

The Demand Notes Indenture provides that, in case an Event of Default has occurred and is continuing, the Demand Notes Indenture Trustee is required to use the degree of care and skill of a prudent person in the conduct of his or her own affairs in the exercise of its powers.

Credit Support

TMCC has entered into a Credit Support Agreement with TFSC (the “TMCC Credit Support Agreement”), in which TFSC agreed to:

· maintain 100% ownership of TMCC;

88

· cause TMCC and its subsidiaries to have a tangible net worth (where tangible net worth means the aggregate amount of issued capital, capital surplus and retained earnings less any intangible assets) of at least $100,000; and

· make sufficient funds available to TMCC so that TMCC will be able to service the obligations arising out of its own bonds, debentures, notes (including the TMCC Demand Notes) and other investment securities and commercial paper (collectively, “TMCC Securities”).

The agreement is not a guarantee by TFSC of the TMCC Demand Notes or any other TMCC Securities or other obligations of TMCC. The agreement is governed by, and construed in accordance with, the laws of Japan.

TFSC has entered into a Credit Support Agreement with TMC (the “TMC Credit Support Agreement”), in which TMC agreed to:

· maintain 100% ownership of TFSC;

· cause TFSC and its subsidiaries to have a certain minimum tangible net worth (where tangible net worth means the aggregate amount of issued capital, capital surplus and retained earnings less any intangible assets); and

· make sufficient funds available to TFSC so that TFSC will be able to (i) service the obligations arising out of its own bonds, debentures, notes and other investment securities and commercial paper and (ii) honor its obligations incurred as a result of guarantees or credit support agreements that it has extended (the “TFSC Securities”).

The agreement is not a guarantee by TMC of any securities or obligations of TFSC. TMC’s obligations under the agreement rank pari passu with its senior unsecured debt obligations. The agreement is governed by, and construed in accordance with, the laws of Japan.

Holders of TMCC Securities, including any Issuing Entity holding TMCC Demand Notes, will have the right to claim directly against TFSC and TMC to perform their respective obligations under the credit support agreements by making a written claim together with a declaration to the effect that the holder will have recourse to the rights given under the credit support agreement. If TFSC and/or TMC receives such a claim from any holder of TMCC Securities, TFSC and/or TMC will indemnify, without any further action or formality, the holder against any loss or damage resulting from the failure of TFSC and/or TMC to perform any of their respective obligations under the credit support agreements. The holder of TMCC Securities who made the claim may then enforce the indemnity directly against TFSC and/or TMC.

Either TFSC or TMCC may terminate the TMCC Credit Support Agreement upon 30 days written notice to the other, with a copy to each rating agency that has issued a rating in respect of TMCC or any TMCC Securities upon the request of TFSC or TMCC.  Similarly, either TMC or TFSC may terminate the TMC Credit Support Agreement upon 30 days written notice to the other, with a copy to each rating agency that has issued a rating in respect of TFSC or any TFSC Securities upon the request of TMC or TFSC.  Termination will not take effect, however, unless (1) all TMCC Securities or TFSC Securities, as the case may be, issued on or prior to the date of the termination notice have been repaid or (2) each relevant rating agency has confirmed that the debt ratings of all such securities will be unaffected by the termination.  In addition, with certain exceptions, the TMCC Credit Support Agreement and  TMC Credit Support Agreement may be modified only by the written agreement of the applicable parties thereto.

TMC files reports and other information with the SEC, which can be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington D.C. 20549. You may obtain information about the Public Reference Room by calling the SEC at 1-800-SEC-0330. TMC’s electronic SEC filings are available on the Internet through the SEC’s website at http://www.sec.gov.

89

Governing Law

The Demand Notes Indenture and the TMCC Demand Notes will be governed by and construed in accordance with the laws of the State of New York.

Where You can Find More Information

TMCC files annual, quarterly and current reports and other information with the SEC. You may read and copy TMCC’s SEC filings at the SEC’s Public Reference Room at 100 F Street, N.E., Washington D.C. 20549. You may obtain information about the Public Reference Room by calling the SEC at 1-800-SEC-0330. TMCC’s electronic SEC filings are available on the Internet through the SEC’s website at http://www.sec.gov.

Experts

The consolidated financial statements incorporated, with respect to the TMCC Demand Notes, in this prospectus by reference to the annual report on Form 10-K of TMCC for the fiscal year ended March 31, 2012, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following discussion of the anticipated material federal income tax consequences of the purchase, ownership and disposition of the Notes and the Certificates of any series, to the extent it relates to matters of law or legal conclusions with respect thereto, represents the opinion of tax counsel to each Issuing Entity with respect to the related series on the material matters associated with those consequences, subject to the qualifications described in this prospectus.  “Tax Counsel” with respect to each Issuing Entity will be specified in the related Prospectus Supplement.  The discussion does not purport to deal with federal income tax consequences applicable to all categories of investors, some of which may be subject to special rules and does not address which forms should be used to report information related to Notes and Certificates to the Internal Revenue Service, which we refer to in this prospectus as the “IRS.”  For example, it does not discuss the tax treatment of Noteholders or Certificateholders that are insurance companies, regulated investment companies or dealers in securities.  Moreover, there are no cases or Internal Revenue Service rulings on similar transactions involving both debt and equity interests issued by an Issuing Entity with terms similar to those of the notes and the certificates.  As a result, the IRS may disagree with all or one or more parts of the discussion below.  It is suggested that prospective investors consult their own tax advisors in determining the federal, state, local, foreign and any other tax consequences to them of the purchase, ownership and disposition of the Notes and the Certificates.

The following discussion is based upon current provisions of the Code, the Treasury regulations promulgated under the Code and judicial or ruling authority, all of which are subject to change, which change may be retroactive.  Each Issuing Entity will be provided with an opinion of Tax Counsel regarding the federal income tax matters discussed below.

An opinion of Tax Counsel, however, is not binding on the IRS or the courts.  No ruling on any of the issues discussed below will be sought from the IRS.  For purposes of the following discussion, references to the Issuing Entity, the Notes, the Certificates and related terms, parties and documents will be deemed to refer to each Issuing Entity and the Notes, Certificates and related terms, parties and documents applicable to that Issuing Entity.

Tax Characterization of the Issuing Entity

The following discussion of the material anticipated federal income tax consequences of the purchase, ownership and disposition of the Notes and the Certificates of an Issuing Entity nominally referred to as an “owner trust” in the related Prospectus Supplement (an “Owner Trust”), to the extent it relates to matters of law or legal conclusions with respect thereto, represents the opinion of Tax Counsel to each Owner Trust with respect to the related series on the material matters associated with those consequences, subject to the qualifications described in this prospectus.  In addition, Tax Counsel has prepared or reviewed the statements in this prospectus under the heading “Certain Federal Income Tax Consequences” and is of the opinion that those statements are correct in all material respects.  Those statements are intended as an explanatory discussion of the related federal income tax

90

matters affecting investors, but do not purport to furnish information in the level of detail or with the attention to an investor’s specific tax circumstances that would be provided by an investor’s own tax advisor.  Accordingly, it is suggested that each investor consult its own tax advisor with regard to the tax consequences to it of investing in Notes or Certificates.

Tax Counsel will deliver its opinion that an Owner Trust will not be an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes.  This opinion will be based on the assumption that the terms of the Transfer and Servicing Agreement will be complied with, and on Tax Counsel’s conclusion that the nature of the income of the Issuing Entity will exempt it from the rule that some publicly traded partnerships are taxable as corporations.

If the Owner Trust were taxable as a corporation for federal income tax purposes, the Issuing Entity would be subject to corporate income tax on its taxable income.  The Issuing Entity’s taxable income would include all its income on the Receivables, possibly reduced by its interest expense on the Notes.  Any corporate income tax could materially reduce cash available to make payments on the Notes and the Certificates.

Tax Consequences to Owners of the Notes

Treatment of the Notes as Indebtedness.  The Depositor and any Noteholders will agree, and the beneficial owners of the Notes (which we refer to in this prospectus as the “Note Owners”) will agree by their purchase of Notes, to treat the Notes as debt for federal income tax purposes.  Except as otherwise provided in the related Prospectus Supplement, Tax Counsel will deliver its opinion that the Notes will be classified as debt for federal income tax purposes.  The discussion below assumes this characterization of the Notes is correct.

OID, Etc.  The discussion below assumes that all payments on the Notes are denominated in U.S. dollars, and that the Notes are not Strip Notes.  Moreover, subject to the discussion below for short-term notes, the discussion assumes that the interest formula for the Notes meets the requirements for “qualified stated interest” under Treasury regulations (the “OID regulations”) relating to original issue discount (“OID”), and that any OID on the Notes (i.e., any excess of the principal amount of the Notes over their issue price) does not exceed a de minimis amount (i.e., 0.25% of their principal amount multiplied by the number of full years included in determining their term), all within the meaning of the OID regulations.  In determining whether any OID on the Notes is de minimis, the Depositor expects to use a reasonable assumption regarding prepayments (a “Prepayment Assumption”) to determine the weighted average maturity of the Notes.  If these conditions are not satisfied with respect to any given series of Notes, additional tax considerations with respect to those Notes will be disclosed in the related Prospectus Supplement.

Interest Income on the Notes.  Based on the above assumptions, except as discussed in the following paragraph, the Notes will not be considered issued with OID.  The stated interest on the Notes will be taxable to a Note Owner as ordinary interest income when received or accrued in accordance with that Note Owner’s method of tax accounting.  Under the OID regulations, the Note Owner of a Note issued with a de minimis amount of OID must include that OID in income, on a pro rata basis, as principal payments are made on the Note.  Subject to a statutorily defined de minimis rule for market discount and a required election for premium, absent an exception based on a taxpayer’s unique circumstances, a purchaser who buys a Note for more or less than its principal amount will be subject, respectively, to the premium amortization or market discount rules of the Code.

The Note Owner of a Note that has a fixed maturity date of not more than one year from the issue date of that note (a “Short-Term Note”) may be subject to special rules.  An accrual basis Note Owner of a Short-Term Note (and some cash method Note Owners, including regulated investment companies, as described in Section 1281 of the Code) is required to report interest income as interest accrues on a straight-line basis or under a constant yield method over the term of each interest period.  Other cash basis Note Owners of a Short-Term Note are required to report interest income as interest is paid (or, if earlier, upon the taxable disposition of the Short-Term Note).  However, a cash basis Note Owner of a Short-Term Note reporting interest income as it is paid may be required to defer a portion of any interest expense otherwise deductible on indebtedness incurred to purchase or carry the Short-Term Note until the taxable disposition of the Short-Term Note.  A cash basis Note Owner that is not required to report interest income as it accrues under Section 1281 may elect to accrue interest income on all nongovernment debt obligations with a term of one year or less, in which case the Note Owner would not be subject to the interest

91

expense deferral rule referred to in the preceding sentence.  Certain special rules apply if a Short-Term Note is purchased for more or less than its principal amount.

Sale or Other Disposition.  If a Note Owner sells a Note, the Note Owner will recognize gain or loss in an amount equal to the difference between the amount realized on the sale and the Note Owner’s adjusted tax basis in the Note.  The adjusted tax basis of a Note to a particular Note Owner will equal the Note Owner’s cost for the Note, increased by any market discount, acquisition discount and OID previously included in income by that Note Owner with respect to the note and decreased by the amount of bond premium, if any, previously amortized and by the amount of payments of principal and OID previously received by that Note Owner with respect to that Note.  Any gain or loss, and any gain or loss recognized on a prepayment of the Notes, will be capital gain or loss if the Note was held as a capital asset, except for gain representing accrued interest and accrued market discount not previously included in income.  Except for an annual $3,000 exception applicable to individuals, capital losses may be used only to offset capital gains or gains treated as capital gains.

Net Investment Income.  Recently enacted legislation generally imposes a tax of 3.8% on the “net investment income” of certain  U.S. individuals, trusts and estates for taxable years beginning after December 31, 2012.  Among other items, net investment income generally includes gross income from interest and net gain attributable to the disposition of certain property, less certain deductions.  Note Owners that are U.S. Persons should consult their own tax advisors regarding the possible implications of this legislation in their particular circumstances.

Foreign Owners.  Interest paid (or accrued) to a Note Owner who is not a U.S. Person (a “Foreign Owner”) will be considered “portfolio interest,” and not subject to United States federal income tax and withholding tax if the interest is not effectively connected with the conduct of a trade or business within the United States by the Foreign Owner and:

1. the Foreign Owner is not actually or constructively a “10 percent shareholder” of the Issuing Entity or the Depositor (including a holder of 10% or more of the outstanding certificates issued by the Issuing Entity) or a “controlled foreign corporation” with respect to which the Issuing Entity or the Depositor is a “related person” within the meaning of the Code;

2. the Foreign Owner is not a bank receiving interest described in Section 881(c)(3)(A) of the Code;

3. the interest is not contingent interest described in Section 871(h)(4) of the Code; and

4. the Foreign Owner does not bear specified relationships to any certificateholder.

To qualify for the exemption from taxation, the Foreign Owner must provide the applicable trustee or other person who is otherwise required to withhold U.S. tax with respect to the notes with an appropriate statement (on Form W-8BEN, Form W-8ECI or similar forms), signed under penalty of perjury, certifying that the Note Owner is a Foreign Owner and providing the Foreign Owner’s name and address.  If a note is held through a securities clearing organization or other financial institution, the organization or institution may provide the relevant signed statement to the withholding agent; in that case, however, the Foreign Owner must provide the security clearing organization or other financial institution with a Form W-8BEN, Form W-8ECI or similar form.  A Form W-8BEN that provides a U.S. taxpayer identification number generally remains in effect until a change in circumstances causes any of the information on the form to be incorrect, provided the withholding agent reports to the IRS at least one payment annually to such beneficial owner.  A Form W-8BEN on which a U.S. taxpayer identification number is not provided and a Form W-8ECI remains in effect for a period beginning on the date the form is signed and ending on the last day of the third succeeding calendar year, absent a change in circumstances causing any information on the form to be incorrect.  The Foreign Owner must notify the person to whom it provided the Form W-8BEN, the Form W-8ECI or similar form of any changes to the information on the Form W-8BEN or similar

92

form within 30 days of that change.  If interest paid to a Foreign Owner is not considered portfolio interest, then it will be subject to United States federal income and withholding tax at a rate of 30 percent, unless reduced or eliminated pursuant to an applicable tax treaty.  In order to claim the benefit of any applicable tax treaty, the Foreign Owner must provide the applicable trustee or other person who is required to withhold U.S. tax with respect to the notes with an appropriate statement (on Form W-8BEN or a similar form), signed under penalties of perjury, certifying that the Foreign Owner is entitled to benefits under the treaty.

Any capital gain realized on the sale, redemption, retirement or other taxable disposition of a Note by a Foreign Owner will be exempt from United States federal income and withholding tax, provided that (1) the gain is not effectively connected with the conduct of a trade or business in the United States by the Foreign Owner and (2) in the case of an individual Foreign Owner, the Foreign Owner is not present in the United States for 183 days or more during the taxable year of disposition.

As used in this prospectus, a “U.S. Person” means:

1. a citizen or resident of the United States;

2. an entity treated as a corporation or a partnership for United States federal income tax purpose created or organized under the laws of the United States, any state thereof, or the District of Columbia;

3. an estate, the income of which from sources outside the United States is includible in gross income for federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States; or

4. a trust if (a) a court within the U.S. is able to exercise primary supervision over the administration of the trust and one or more United States persons have authority to control all substantial decisions of the trust or (b) such trust was in existence on August 20, 1996 and is eligible to elect, and has made a valid election, to be treated as a U.S. Person despite not meeting the requirements of clause (a).

Backup Withholding.  Each Note Owner (other than an exempt Note Owner such as a tax-exempt organization, qualified pension and profit- sharing trust, individual retirement account or nonresident alien who provides certification as to status as a nonresident) will be required to provide, under penalties of perjury, a certificate (on Form W-9) providing the Note Owner’s name, address, correct federal taxpayer identification number and a statement that the Note Owner is not subject to backup withholding.  Should a nonexempt Note Owner fail to provide the required certification, amounts otherwise payable to the Note Owner may be subject to backup withholding tax, and the Issuing Entity will be required to withhold and remit the withheld amount to the IRS.  Any such amount withheld would be credited against the Note Owner’s federal income tax liability.

Possible Alternative Treatments of the Notes.  If, contrary to the opinion of Tax Counsel, the IRS successfully asserted that one or more of the notes did not represent debt for federal income tax purposes, the notes might be treated as equity interests in the Issuing Entity.  If so treated, the Issuing Entity might be taxable as a corporation with the adverse consequences described above (and the taxable corporation would not be able to reduce its taxable income by deductions for interest expense on notes recharacterized as equity).  Alternatively, and most likely in the view of Tax Counsel, the Issuing Entity might be treated as a partnership (including a publicly traded partnership) that would not be taxable as a corporation.  Nonetheless, treatment of the notes as equity interests in a publicly traded partnership could have adverse tax consequences to some Note Owners.  For example, income to some tax-exempt entities (including pension funds) may be “unrelated business taxable income,” income to Foreign Owners may be subject to U.S. income tax and withholding taxes and cause Foreign Owners to be subject to U.S. tax return filing and withholding requirements, and individual Note Owners might be subject to some limitations on their ability to deduct their share of Issuing Entity expenses.

93

Foreign Account Tax Compliance.  In addition to the rules described above regarding the potential imposition of U.S. withholding taxes on payments to non-U.S. persons, withholding taxes could also be imposed under the new Foreign Account Tax Compliance Act (“FATCA”) regime.  FATCA was enacted in the United States in 2010 as part of the Hiring Incentives to Restore Employment Act (the “HIRE Act”) as a way to encourage tax reporting and compliance with respect to ownership by U.S. persons of assets through foreign accounts.  Under FATCA, foreign financial institutions (defined broadly to include hedge funds, private equity funds, mutual funds, securitization vehicles and other investment vehicles) must comply with new information gathering and reporting rules with respect to their U.S. account holders and investors and may be required to enter into agreements with the IRS pursuant to which such foreign financial institutions must gather and report certain information to the IRS and withhold U.S. tax from certain payments made by it.  Foreign financial institutions that fail to comply with the FATCA requirements will be subject to a new 30% withholding tax on U.S. source payments, including interest, OID and gross proceeds from the sale of any equity or debt instruments of U.S. issuers.  Payments of interest or OID to foreign non-financial entities and gross proceeds will also be subject to a withholding tax of 30% if the entity does not certify that it does not have any substantial U.S. owner or provide the name, address and TIN of each substantial U.S. owner.  The FATCA withholding tax will apply regardless of whether the payment would otherwise be exempt from U.S. nonresident withholding tax (e.g., under the portfolio interest exemption or as capital gain) and regardless of whether the foreign financial institution is the beneficial owner of such payment.  Pursuant to recently issued final regulations, the FATCA provisions apply generally to debt instruments issued after December 31, 2013 and do not apply to debt instruments issued on or prior to December 31, 2013.  The final regulations also provide that the withholding tax on U.S. source income will not be imposed with respect to payments made prior to January 1, 2014, and provide that the withholding tax on gross proceeds from a disposition of debt instruments to which the FATCA provisions apply will not be imposed with respect to payments made prior to January 1, 2017.  Prospective investors should consult their tax advisors regarding the HIRE Act.

Reportable Transactions.  A penalty in the amount of $10,000 in the case of a natural person and $50,000 in any other case is imposed on any taxpayer that fails to timely file an information return with the IRS with respect to a “reportable transaction” (as defined in Section 6011 of the Code). The rules defining “reportable transactions” are complex, but include (and are not limited to) transactions that result in certain losses that exceed threshold amounts. Prospective investors are advised to consult their own tax advisers regarding any possible disclosure obligations in light of their particular circumstances.

CERTAIN STATE TAX CONSEQUENCES

The above discussion does not address the tax treatment of any Owner Trust, Notes or Note Owners under any state or local tax laws.  The activities to be undertaken by the Servicer in servicing and collecting the Receivables will take place in various states and, therefore, many different state and local tax regimes potentially apply to different portions of these transactions.  Prospective investors are urged to consult with their tax advisors regarding the state and local tax treatment of any Owner Trust as well as any state and local tax consequences for them purchasing, holding and disposing of Notes or Certificates.

You should consult your tax advisor with respect to the tax consequences to you of the purchase, ownership and disposition of notes, including the tax consequences under state, local, foreign and other tax laws and the possible effects of changes in federal or other tax laws.

ERISA CONSIDERATIONS

The Notes issued by the related Issuing Entity will generally be eligible for purchase by pension, profit-sharing or other employee benefit plans that are subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), IRAs, Keogh Plans and other plans covered by Section 4975 of the Code and entities deemed to hold the plan assets of the foregoing (each, a “Plan”).  The “ERISA Considerations” section of each related Prospectus Supplement includes a detailed description of the ERISA implications for each series of Notes.

94

PLAN OF DISTRIBUTION

On the terms and conditions described in an underwriting agreement with respect to the Notes (the “Underwriting Agreement”), the Depositor will agree to cause the related Issuing Entity to sell to the underwriters named in the related Underwriting Agreement and in the related Prospectus Supplement, and each of such underwriters will severally agree to purchase, the principal amount of each class of Notes of the related series described in the related Underwriting Agreement and in the related Prospectus Supplement.

In the Underwriting Agreement with respect to any given series of Notes, the several underwriters will agree, subject to the terms and conditions described in the related Underwriting Agreement, to purchase all the Notes described in such Underwriting Agreement which are offered hereby and by the related Prospectus Supplement if any of such Notes are purchased.

Each Prospectus Supplement will either (i) describe the price at which each class of Notes being offered by such Prospectus Supplement will be offered to the public and any concessions that may be offered to certain dealers participating in the offering of such Notes or (ii) specify that the related Notes are to be resold by the underwriters in negotiated transactions at varying prices to be determined at the time of such sale.  After the initial public offering of any such Notes, such public offering prices and such concessions may be changed.

Each Underwriting Agreement will provide that TMCC and the Depositor will indemnify the underwriters against certain civil liabilities, including liabilities under the Securities Act, or contribute to payments the several underwriters may be required to make in respect of such civil liabilities.

Each Issuing Entity may, from time to time, invest the funds in its Trust Accounts in Eligible Investments acquired from such underwriters or from the Depositor.

Pursuant to each Underwriting Agreement with respect to a given series of Notes, the closing of the sale of any class of Notes subject to such Underwriting Agreement will be conditioned on the closing of the sale of all other such classes of Notes of that series.

If specified in the related Prospectus Supplement, the Depositor or its affiliate may place all or a portion of a class or classes of Notes of the related series directly or through a placement agent. The Depositor or its affiliate also may retain all or a portion of a class or classes of Notes of the related series for its own account. Some or all of such retained Notes may be resold by the Depositor or its affiliate at any time on or after the applicable Closing Date in one or more negotiated transactions at varying prices to be determined at the time of sale.

The place and time of delivery for the Notes in respect of which this prospectus is delivered will be described in the related Prospectus Supplement.

If the related Prospectus Supplement specified that the applicable Issuing Entity will hold TMCC Demand Notes, the TMCC Demand Notes will be issued by TMCC and will be sold directly to the applicable Issuing Entity. The TMCC Demand Notes will not be sold directly to any investor other than the applicable Issuing Entity.  A Noteholder of Notes issued by an Issuing Entity which holds TMCC Demand Notes will be an indirect holder of those TMCC Demand Notes.

LEGAL OPINIONS

Certain legal matters relating to the Notes of any series will be passed upon for the related Issuing Entity, the Depositor and the Servicer by Bingham McCutchen LLP.  In addition, certain United States federal income tax and other matters will be passed upon for the related Issuing Entity by Bingham McCutchen LLP.

95

INDEX OF DEFINED TERMS

30/360	46	DTC	52
Actual/360	46	DTC Participants	39
Actual/Actual	46	DTCC	55
Actuarial Advance	64	Eligible Deposit Account	61
Actuarial Receivables	36	Eligible Institution	61
Administration Agreement	74	Eligible Investments	61
Administration Fee	75	ERISA	94
Administrative Purchase Payment	63	Euroclear	52
Administrative Receivable	63	Euroclear Participants	55
Advances	65	Excess Payment	64
Amortization Period	51	Exchange Act	34
APR	36	FATCA	94
Auction	50	FDIC	79
Base Rate	45	FDIC Counsel	80
Basic Servicing Fee	65	Federal Funds Rate	48
Beneficial Owners	52	Federal Funds Rate Determination Date	48
Bond Equivalent Yield	51	Federal Funds Rate Note	45
Business Day	46	Final Rule	81
Calculation Agent	46	Final Scheduled Maturity Date	62
Calculation Date	47, 48, 49, 51	financed vehicles	8
carLOS	29	Financed Vehicles	33
CD Rate	47	Fixed Rate Notes	44
CD Rate Determination Date	47	Floating Rate Notes	44
CD Rate Note	45	Foreign Owner	92
Certificateholder	31	FTC Rule	82
Certificates	32	H.15 Daily Update	45
class	39	H.15(519)	45
Clearstream	52	HDC Rule	82
Closing Date	35	HIRE Act	94
Code	44	Indenture	39
Collection Account	60	Indenture Trustee	33
Collection Period	63	Index Currency	50
Commercial Paper Rate	47	Index Maturity	45
Commercial Paper Rate Determination Date	47	Insolvency Event	71
Commercial Paper Rate Note	45	Insolvency Laws	78
Controlling Class	40	Interest Determination Date	45
credit enhancement	10	Interest Period	46
CSCs	28	Interest Rate	39
Customary Servicing Practices	30	Interest Reset Date	45
Cutoff Date	32	Interest Reset Period	45
Dealer Agreements	28	Investment Earnings	61
Dealer Recourse	37	Issuer	32
Dealers	32	Issuing Entity	31
Definitive Certificates	56	LIBOR	49
Definitive Notes	56	LIBOR Note	45
Definitive Securities	56	London Business Day	46
Demand Notes Indenture	83	Money Market Yield	48
Demand Notes Indenture Trustee	83	Monthly Remittance Condition	64
Depositor	31	Note Owners	91
Depository	39	Note Pool Factor	38
Determination Date	69	noteholder	24
Dodd-Frank Act	79	Noteholder	39
DSSOs	28	Notes	32

96

obligors	8	Servicing Fee Rate	65
Obligors	32	Short-Term Note	91
OID	91	Simple Interest Advance	65
OID regulations	91	Simple Interest Receivables	36
OLA	79	Spread	45
OSCAR	29	Spread Multiplier	45
Owner Trust	90	Strip Notes	39
Payahead Account	60	Supplemental Servicing Fee	65
Payment Date	39	Surety Bond	68
Plan	94	TAFR LLC	31
Pool Balance	66	TARGET system	46
Prepayment	64	Tax Counsel	90
Prepayment Assumption	91	TFSC	28, 84
prepayments	37	TFSC Securities	89
Principal Balance	66	TMC	17, 28, 84
Principal Financial Center	50	TMC Credit Support Agreement	89
Prospectus Supplement	32	TMCC	28
Rating Agency	33	TMCC Credit Support Agreement	88
receivables	8	TMCC Demand Notes	9, 83
Receivables	32	TMCC Securities	89
Receivables Pool	32	TMS	16
Receivables Purchase Agreement	35	Total Servicing Fee	65
Registration Statement	34	Transfer and Servicing Agreements	32
Related Documents	44	Transfer Notice	59
Relief Act	26, 82	Treasury Bills	50
Required Rate	67	Treasury Rate	50
Required Yield Maintenance Amount	67	Treasury Rate Determination Date	50
Reserve Fund	67	Treasury Rate Note	45
Reserve Fund Initial Deposit	67	Trust Accounts	60
Revolving Liquidity Note	69	Trust Agreement	31
Revolving Liquidity Note Agreement	69	Trust Estate	33
Revolving Period	10	Trustee	33
Sale and Servicing Agreement	32	U.S.	28
SEC	2, 34	Underwriting Agreement	95
Securities	32	Warranty Purchase Payment	59
Securities Act	34	Warranty Receivable	59
securityholder	24	weighted average life	37
Securityholder	31	Yield Maintenance Account	67
Securityholders	34	Yield Maintenance Agreement	68
Servicer	30	Yield Maintenance Deposit	67
Servicer Default	70

97

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

The following is an itemized list of the estimated expenses to be incurred in connection with the offering of the securities being offered hereunder other than underwriting discounts and commissions:

Registration Fee	$*
Blue Sky Fees and Expenses	$*
Printing Expenses	$*
Trustee Fees and Expenses	$*
Legal Fees and Expenses	$*
Accounting Fees and Expenses	$*
Rating Agencies’ Fees	$*
Miscellaneous	$*
Total	$*
* To be completed by amendment.

Item 15.  Indemnification of Directors and Officers.

Toyota Motor Credit Corporation (“TMCC”) was incorporated as a California corporation. Section 317 of the California Corporations Code authorizes a corporation to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that such person is or was an officer or director of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful.

Toyota Auto Finance Receivables LLC (“TAFR LLC”) was organized as a Delaware limited liability company.  Section 18-108 of the Delaware Limited Liability Company Act authorizes a limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

TMCC’s Bylaws authorize TMCC to indemnify their officers and directors to the maximum extent permitted by the California Corporations Codes. TAFR LLC’s limited liability company agreement authorizes TAFR LLC to indemnify its members and managers to the maximum extent permitted by the Delaware Limited Liability Company Act; however, if TAFR LLC has outstanding any securities rated by a rating agency, its indemnification obligations shall be fully subordinated to payments of amounts then due on the rated securities and, in any case, (x) nonrecourse to TAFR LLC’s assets pledged to secure the rated securities and (y) not constitute a claim against TAFR LLC to the that it does not have funds sufficient to pay the indemnification obligations.

Item 16.  Exhibits.

A list of exhibits filed herewith or incorporated by reference is contained in the Exhibit Index which is incorporated herein by reference.

Item 17.  Undertakings.

(a)               As to Rule 415: The undersigned registrant hereby undertakes:

(1)               To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)           To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)           To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high

end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)           To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;

Provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB (17 CFR 229.1100(c)).

(2)           That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)           That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)           If the registrant is relying on Rule 430B of the Securities Act:

(A)            Each prospectus filed by the registrant pursuant to Rule 424(b)(3) of the Securities Act shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B)            Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) of the Securities Act as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) of the Securities Act for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.  Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)            That, for thepurpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)           Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)           Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)           The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)           Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)               As to documents subsequently filed that are incorporated by reference:

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934), that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)               As to indemnification:

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed by the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.

(d)               As to Rule 430A: The undersigned registrant hereby undertakes that:

(1)           For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)           For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(e)           Undertaking in respect of qualification of Indentures under the Trust Indenture Act of 1939.

The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act of 1939 in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Trust Indenture Act of 1939.

(f)           The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB (17 CFR 229.1100(c)(1)) shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(g)           The undersigned registrant hereby undertakes that, except as otherwise provided by Item 1105 of Regulation AB (17 CFR 229.1105), information provided in response to that Item pursuant to Rule 312 of Regulation S-T (17 CFR 232.312) through the specified Internet address in the prospectus is deemed to be a part of the prospectus included in the registration statement.  In addition, the undersigned registrant hereby undertakes to provide to any person without charge, upon request, a copy of the information provided in response to Item 1105 of Regulation AB pursuant to Rule 312 of Regulation S-T through the specified Internet address as of the date of the prospectus included in the registration statement if a subsequent update or change is made to the information.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3, that it reasonably believes that the security rating requirements for Form S-3 eligibility will be met by the time of sale and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, State of California, on May 17, 2013.

TOYOTA MOTOR CREDIT CORPORATION

    (registrant)

By: /s/ Christopher Ballinger                                                               

Name:           Christopher Ballinger

Title:              Senior Vice President and Chief Financial Officer

Know all men by these presents, that each person whose signature appears below constitutes and appoints each of George E. Borst, Kiyohisa Funasaki, Christopher Ballinger, Wei Shi, Stephen Howard and Katherine Adkins as his true and lawful attorney-in-fact and agent, with full powers of substitution, for him and in his name, place and stead, in any and all capacities, to sign and to file any and all amendments, including post-effective amendments to this registration statement, with the U.S. Securities and Exchange Commission granting to said attorney-in-fact power and authority to perform any other act on behalf of the undersigned required to be done in connection therewith.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George E. Borst Name: George E. Borst	President and Chief Executive Officer and Director (principal executive officer)	May 17, 2013
/s/ Kiyohisa Funasaki Name: Kiyohisa Funasaki	Executive Vice President and Treasurer and Director	May 17, 2013
/s/ Michael Groff Name: Michael Groff	Senior Vice President, Sales, Product & Marketing and Director	May 17, 2013
/s/ Christopher Ballinger Name: Christopher Ballinger	Senior Vice President and Chief Financial Officer (principal financial officer)	May 17, 2013
/s/ Ron Chu Name: Ron Chu	Vice President, Accounting & Tax (principal accounting officer)	May 17, 2013
_________________ Name: Takahiko Ijichi	Director of TMCC	May 17, 2013
/s/ Yoshimi Inaba Name: Yoshimi Inaba	Director of TMCC	May 17, 2013
/s/ James Lentz Name: James Lentz	Director of TMCC	May 17, 2013
_____________ Name: Eiji Hirano	Director of TMCC	May 17, 2013
________________ Name: Takuo Sasaki	Director of TMCC	May 17, 2013

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3, that it reasonably believes that the security rating requirements for Form S-3 eligibility will be met by the time of sale and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, State of California, on May 17, 2013.

TOYOTA AUTO FINANCE RECEIVABLES LLC

    (registrant)

By: /s/ Wei Shi                                                              

Name:       Wei Shi

Title:         President

Know all men by these presents, that each person whose signature appears below constitutes and appoints each of Kiyohisa Funasaki, Christopher Ballinger, Wei Shi, Stephen Howard and Katherine Adkins as his or her true and lawful attorney-in-fact and agent, with full powers of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign and to file any and all amendments, including post-effective amendments to this registration statement, with the U.S. Securities and Exchange Commission granting to said attorney-in-fact power and authority to perform any other act on behalf of the undersigned required to be done in connection therewith.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Wei Shi Name: Wei Shi	Manager and President (principal executive officer)	May 17, 2013
/s/ Kiyohisa Funasaki Name: Kiyohisa Funasaki	Manager, Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer)	May 17, 2013
/s/ Stephen Howard Name: Stephen Howard	Manager and Secretary	May 17, 2013
/s/ James B. O’Neill Name: James B. O’Neill	Manager	May 17, 2013
/s/ Ruth K. Lavelle Name: Ruth K. Lavelle	Manager	May 17, 2013

 EXHIBIT INDEX

1.1 Form of Underwriting Agreement among TAFR LLC, TMCC and the representatives of the underwriters

3.1* Certificate of Formation of TAFR LLC

3.2* Limited Liability Company Agreement of TAFR LLC

4.1 Form of Trust Agreement between TAFR LLC and the Owner Trustee

4.2 Form of Indenture between an issuing entity and the Indenture Trustee

4.3 Form of Sale and Servicing Agreement among TAFR LLC, as seller, TMCC, as servicer and sponsor, and an issuing entity

4.4 Form of Receivables Purchase Agreement between TAFR LLC, as purchaser, and TMCC, as seller

4.5 Form of Administration Agreement among TMCC, as administrator, an issuing entity and the Indenture Trustee

4.6 Form of Securities Account Control Agreement between TAFR LLC, as pledgor, and the Indenture Trustee, as secured party

4.7 Form of Demand Note Indenture between TMCC and the Demand Note Indenture Trustee

4.8 Form of ISDA Master Agreement and related forms of Schedule and Confirmation, each between TMCC and an issuing entity

4.9 Form of Revolving Liquidity Note Agreement between TMCC and an issuing entity

5.1 Opinion of Bingham McCutchen LLP with respect to legality

8.1 Opinion of Bingham McCutchen LLP with respect to tax matters

23.1 Consent of Bingham McCutchen LLP (included as part of Exhibits 5.1 and 8.1)

23.2 Consent of PricewaterhouseCoopers LLP

24.1 Powers of Attorney (included on the signature pages)

25.1** Statement of Eligibility and Qualification of the Indenture Trustee on Form T-1 as Indenture Trustee under the Indenture

25.2** Statement of Eligibility and Qualification of the Demand Note Indenture Trustee on Form T-1 as Demand Note Indenture Trustee under the Demand Note Indenture

* Incorporated by reference to Amendment No. 1 to Registration Statement on Form S-1 (333-159170), filed with the SEC by the registrants on May 28, 2009.

** To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939.

EX-1.1

Exhibit 1.1

TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST

$[__________] [____]% ASSET BACKED NOTES, CLASS A-1

$[__________] [____]% ASSET BACKED NOTES, CLASS A-2

$[__________] [____]% ASSET BACKED NOTES, CLASS A-3

$[__________] [____]% ASSET BACKED NOTES, CLASS A-4

$[__________] [____]% ASSET BACKED NOTES, CLASS B

UNDERWRITING AGREEMENT

[________], 20[__]

[__________]

[__________]

[__________]

As Joint Global Coordinators,

Bookrunners and Representatives of the

several Underwriters

Ladies and Gentlemen:

Section 1.  Introductory.  Toyota Auto Finance Receivables LLC, a Delaware limited liability company (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”), proposes to issue $[__________] aggregate principal amount of [____]% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $[__________] aggregate principal amount of [____]% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $[__________] aggregate principal amount of [____]% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), $[__________]aggregate principal amount of [____]% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) and $[__________] aggregate principal amount of [____]% Asset Backed Notes, Class B (the “Class B Notes” and together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”) and non-interest bearing certificates that represent the residual interest in the Trust (the “Certificates”) of the Toyota Auto Receivables 20[__]-[__] Owner Trust (the “Trust”).  Pursuant to the terms hereof, the Seller agrees to sell to each of the several underwriters named in Schedule I hereto (the “Underwriters”) the Class [__] Notes (the “Underwritten Notes”) in the respective amount listed on Schedule I hereto.  The Seller or one or more of its affiliates initially will retain the Notes that are not Underwritten Notes and the Certificates, which will not be sold hereunder.  [__________], [__________] and [__________] will act as representatives for the Underwriters, and in such capacities shall herein be the “Representatives”.  The assets of the Trust will include, among other things, a pool of retail installment sale contracts (the “Receivables”) secured by the new and used passenger cars, minivans, light-duty trucks and sport utility vehicles financed thereunder (the “Financed Vehicles”) and certain monies due or to

become due thereunder after the close of business on [________], 20[__] (the “Cutoff Date”) and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Sale and Servicing Agreement to be dated as of [________], 20[__] (the “Sale and Servicing Agreement”) among the Trust, the Seller and TMCC.  TMCC purchased the Receivables from certain Toyota and Lexus dealers.  The Receivables and other assets of the Trust will be sold by TMCC to the Seller pursuant to a Receivables Purchase Agreement (the “Receivables Purchase Agreement”) to be dated as of [________], 20[__] between TMCC and the Seller.  Pursuant to the Sale and Servicing Agreement, the Seller will sell the Receivables to the Trust and TMCC will service the Receivables on behalf of the Trust.  The Notes will be issued pursuant to the Indenture to be dated as of [________], 20[__] (the “Indenture”), between the Trust and [__________] (the “Indenture Trustee”).  TMCC has caused the Seller to form the Trust pursuant to a trust agreement, as amended and restated by the Amended and Restated Trust Agreement (the “Trust Agreement”) dated as of [________], 20[__], among the Seller, as depositor, and [__________], as owner trustee (the “Owner Trustee”).  TMCC, as administrator (in such capacity, the “Administrator”) will perform certain administrative tasks on behalf of the Trust, the Owner Trustee and the Indenture Trustee imposed on them under the Basic Documents (as defined below) pursuant to an Administration Agreement (the “Administration Agreement”) dated as of [________], 20[__] among the Trust, the Indenture Trustee and the Administrator.  As used herein, the term “Basic Documents” refers to the Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Receivables Purchase Agreement and the Administration Agreement.

Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Underwriters, the Seller and TMCC hereby agree that the “Closing Date” shall be [________], 20[__], [____] [a.m./p.m.], New York City time (or at such other place and time not later than seven business days thereafter as shall be agreed to in writing by the Representatives, the Seller and TMCC).

This Underwriting Agreement shall hereinafter be referred to as “this Agreement”.  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Sale and Servicing Agreement and, to the extent not defined therein, shall have the meanings ascribed thereto in the Indenture.

Section 2.  Representations and Warranties of the Seller and TMCC.

(a)           Each of the Seller and TMCC, jointly and severally, represents and warrants to, and agrees with, each of the Underwriters that:

(i)           A shelf registration statement on Form S-3 (No. 333-[________]), including a form of prospectus supplement, relating to the Notes and a form of Base Prospectus relating to each class of securities to be registered under such registration statement (the “Registered Securities”) has been filed with the Securities and Exchange Commission (the “Commission”) and the registration statement either (A) has been declared effective under the Securities Act of 1933, as amended (the “Act”), and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If the registration statement (the “initial registration statement”) has been declared effective, either (i) any additional registration statement

2

(the “additional registration statement”) relating to the Notes has been filed with the Commission pursuant to Rule 462(b) (“Rule 462(b)”) under the Act and declared effective upon filing pursuant to Rule 462(b) and the Notes have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement or (ii) any such additional registration statement proposed to be filed with the Commission pursuant to Rule 462(b) will become effective upon filing pursuant to Rule 462(b) and upon such filing the Notes will have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement.  If the Seller does not propose to amend the initial registration statement, any such additional registration statement or any post-effective amendment to either such registration statement filed with the Commission prior to the execution and delivery of this Agreement, then the most recent amendment (if any) to such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act (“Rule 462(c)”) or Rule 462(b).

For purposes of this Agreement, “Effective Time” with respect to the initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement means (A) if the Seller has advised the Representatives that it does not propose to amend such registration statement, the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, were declared effective by the Commission or have become effective upon filing pursuant to Rule 462(c) or (B) if the Seller has advised the Representatives that it proposes to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. If the Seller has advised the Representatives that it proposes to file, but has not filed, an additional registration statement prior to the execution and delivery of this Agreement, “Effective Time” with respect to such additional registration statement means the date and time as of which such registration statementis filed and becomes effective pursuant to Rule 462(b).  “Effective Date” with respect to the initial registration statement or the additional registration statement (if any) means the date of the Effective Time thereof.

The initial registration statement, as amended at its Effective Time, including all information (A) contained in the additional registration statement (if any), (B) deemed to be a part of such initial registration statements as of the Effective Time of the additional registration statement (if any) pursuant to the General Instructions of the Form on which it is filed and (C) deemed to be a part of such initial registration statement as of its respective Effective Time pursuant to Rule 430A(b) under the Act (“Rule 430A(b)”), is hereinafter referred to as the “Initial Registration Statement”.  The additional registration statement, as amended at its Effective Time, including (A) the contents of such Initial Registration Statement incorporated by reference therein and (B) all information deemed to be a part of the additional registration statement as of its Effective Time pursuant to Rule 430A(b), is hereinafter referred to as the “Additional Registration Statement.” The Initial Registration Statement and the Additional Registration Statement are hereinafter referred to collectively as the “Registration Statements” and individually as a

3

“Registration Statement.” The form of prospectus supplement relating to the Notes (the “Prospectus Supplement”) and the form of prospectus (the “Base Prospectus”) relating to the Registered Securities (including the Notes), as first filed with the Commission in connection with the offering and sale of the Notes pursuant to and in accordance with Rule 424(b) under the Act (“Rule 424(b)”) or, if no such filing is required, as included in a Registration Statement, including all material incorporated by reference in such prospectus, is hereinafter referred to as the “Prospectus”.  Prior to 2:00 p.m. (Eastern Time, U.S.) on [________], 20[__] (i.e., the date and time the first Contract of Sale (as defined below) for the Underwritten Notes (the “Time of Sale”) was entered into as designated by the Representatives), the Seller had prepared (i) a prospectus, dated [________], 20[__], (ii) a preliminary prospectus supplement, dated [________], 20[__] (subject to completion), and (iii) a free writing prospectus, dated [________], 20[__], and filed with the Commission on [________], 20[__] pursuant to Rule 433 (the “Ratings Free Writing Prospectus” and together with the Preliminary Prospectus (as defined below), the “Time of Sale Information”).  As used herein, “Preliminary Prospectus” means, with respect to any date or time referred to herein, the most recent preliminary prospectus (as amended or supplemented, if applicable), which has been prepared and delivered by the Seller to the Underwriters in accordance with the provisions hereof.

Any reference herein to “Registration Statement”, a Preliminary Prospectus or “Prospectus” shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3, which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the date of the Preliminary Prospectus or the Prospectus, as the case may be; and any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement, or the date of the Preliminary Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference; any reference in this Agreement to documents, financial statements and schedules and other information which is “contained”, “included”, “stated”, “described” or “referred to” in the Registration Statement, Preliminary Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such documents, financial statements and schedules and other information, which is or is deemed to be incorporated by reference in the Registration Statement, Preliminary Prospectus or the Prospectus, as the case may be.

(ii)           (A) On the Effective Date of any Registration Statement whose Effective Time is prior to the execution and delivery of this Agreement, each such Registration Statement conformed, (B) on the date of this Agreement each such Registration Statement conforms and (C) on any related Effective Date subsequent to the date of this Agreement, each such Registration Statement will conform, in all material respects, with the requirements of the Act and the rules and regulations of the Commission promulgated under the Act (the “Rules and Regulations”), and at such times did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.  At the time of the filing of the Prospectus pursuant to Rule 424(b) or, if no such filing is

4

required, at the Effective Date of the Additional Registration Statement that includes the Prospectus, on the date of this Agreement and at the Closing Date (as such term is defined in Section 1 hereof), the Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations, and does not include, or will not include, any untrue statement of a material fact nor does the Prospectus omit, nor will it omit, any material fact, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The Time of Sale Information, as of its date and at the Time of Sale, did not, and at the Closing Date, will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.  Notwithstanding the foregoing, the three immediately preceding sentences shall not apply to (i) any statements or omissions made in reliance upon and in conformity with information contained in or omitted from either the Registration Statement, the Preliminary Prospectus or the Prospectus based upon and in conformity with the Underwriters’ Information (as defined in Section 7(a)) or (ii) that part of the Registration Statement which shall constitute a Statement of Qualification under the Trust Indenture Act of 1939, as amended (the “1939 Act”) on Form T-1 (the “Form T-1”) of any Indenture Trustee.  If the Effective Time of the Initial Registration Statement is subsequent to the date of this Agreement, no Additional Registration Statement has been or will be filed.

(iii)           Other than the Preliminary Prospectus, the Prospectus, the CDI Intex file, the Bloomberg Screen filed with the Commission as a free writing prospectus (as defined in Rule 405 under the Act) on [________], 20[__] (the “Bloomberg Screen”), the Ratings Free Writing Prospectus and the road show presentation entitled “Toyota Auto Receivables 20[__]-[__] Owner Trust, Investor Roadshow Presentation, [________] 20[__]” (the “Road Show Material”), none of TMCC, the Seller, nor the Trust (including any such person’s agents and representatives other than the Underwriters in their capacity as such) has made, used, prepared, authorized, approved or referred to or will prepare, make, use, authorize, approve or refer to any “written communication”, including any other “free writing prospectus” (both as defined in Rule 405 under the Act), that constitutes an offer to sell or solicitation of any offer to buy the Underwritten Notes.

(iv)           The consummation of the transactions contemplated by this Agreement and the Basic Documents, and the fulfillment of the terms thereof, will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation of any lien, charge, or encumbrance upon any of the property or assets of the Seller or TMCC pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Seller or TMCC is a debtor or guarantor, except where such conflict, breach, default or creation could not be reasonably expected to have a material adverse effect on the Seller’s or TMCC’s respective ability to perform its obligations under this Agreement, the Basic Documents or the validity or enforceability thereof.

(v)           No consent, approval, or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Seller or TMCC for the consummation of the transactions in the manner contemplated by this Agreement

5

except such as have been obtained and made under the Act or the Rules and Regulations, such as may be required under state securities laws and the filing of any financing statements required to perfect the transfer of the Receivables.

(vi)           Neither the Seller nor TMCC is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties are bound which could reasonably be expected to have a material adverse effect on the transactions contemplated herein or on the Seller’s or TMCC’s respective ability to perform its obligations under the Basic Documents.  The execution, delivery and performance of this Agreement and the Basic Documents and the issuance of the Notes and sale of the Underwritten Notes and compliance with the terms and provisions of the Notes will not, subject to obtaining any consents or approvals as may be required under the securities laws of various jurisdictions in the United States and elsewhere, result in (i) a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Seller or TMCC or any of their respective properties or any agreement or instrument to which the Seller or TMCC is a party or by which the Seller or TMCC is bound or to which any of their respective properties is subject in each case, except where such breach, violation or default could not reasonably be expected to have a material adverse effect on the Seller’s or TMCC’s ability to perform its obligations, under this Agreement or the Basic Documents or the validity or enforceability thereof, (ii) or the charter or by-laws of the Seller or TMCC, and each of the Seller and TMCC has full corporate power and authority to enter into this Agreement and the Basic Documents and to consummate the transactions contemplated hereby and thereby.

(vii)           This Agreement has been duly authorized, executed and delivered by the Seller and TMCC.

(viii)           The conditions to the use of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Securities Act, have been satisfied with respect to the Registration Statement.  No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or threatened by the Commission.

(ix)           The documents incorporated by reference in the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto (other than documents filed by Persons other than the Seller), when they became or become effective under the Act or were or are filed with the Commission under the Exchange Act, as the case may be, complied and will comply in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder.

6

(x)           Neither TMCC nor the Seller has entered into, nor will TMCC or the Seller enter into, any contractual arrangement with respect to the distribution of the Underwritten Notes except for this Underwriting Agreement.

(xi)           The Trust is not an “investment company” and is not required to be registered as an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(xii)           The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended.

(xiii)           Since [________], 20[__], there has not occurred any material adverse change in or affecting the condition, financial or otherwise, earnings, business or operations of the Seller or TMCC, and their respective subsidiaries, taken as a whole, except as disclosed to the Representatives in writing prior to the date hereof.

(xiv)           TMCC and the Seller acknowledge that in connection with the offering of the Underwritten Notes: (1) the Underwriters have acted at arms’ length, are not agents of, and owe no fiduciary duties to, TMCC, the Seller or any other Person, (2) the Underwriters owe TMCC and the Seller only those duties and obligations set forth in this Agreement and (3) the Underwriters may have interests that differ from those of TMCC and the Seller.  TMCC and the Seller each waive to the fullest extent permitted by applicable law any claims either may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offer of the Underwritten Notes.

(xv)           The Seller was not, on the date on which the first bona fide offer of the Underwritten Notes sold pursuant to this Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Securities Act.

(xvi)           TMCC has executed and delivered a written representation (each, a “17g-5 Representation”) to each nationally recognized statistical rating organization hired by TMCC to rate the Notes (collectively, the “Hired NRSROs”), which satisfies the requirements of paragraph (a)(3)(iii) of Rule 17g-5 of the Exchange Act (“Rule 17g-5”). TMCC has complied and has caused the Seller to comply, with the 17g-5 Representations other than (A) any breach of the 17g-5 Representations that would not have a material adverse effect on the Noteholders or (B) any breach of the 17g-5 Representations arising from a breach by any of the Underwriters of the representation, warranty and covenant set forth in Section 10(a)(vii).

(b)           As of the Closing Date, the representations and warranties of the Seller and of TMCC in each of the Basic Documents to which it is a party will be true and correct in all material respects in accordance with the terms of such Basic Document; provided, however, that with respect to representations made with respect to any Receivable, the sole remedy for any breach thereof is, as provided in the related agreement, the repurchase by either TMCC or the Seller, as the case may be, of such Receivable.

Section 3.   Purchase, Sale and Delivery of the Notes.  On the basis of the representations, warranties and agreements herein contained, but subject to the terms and

7

conditions herein set forth, the Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller the respective principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto.  The Underwritten Notes are to be purchased at a purchase price equal to [____]% of the aggregate principal amount thereof.

The Class [___] Notes will initially be represented by [____] notes representing $[__________]aggregate principal amount of the Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”).  The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents.

The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Bingham McCutchen LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date.  The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof.  The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of [__________] in [__________] at least 24 hours prior to the Closing Date.

Section 4.  Certain Agreements Concerning the Offering by the Underwriters.

(a)           It is understood that the several Underwriters propose to offer the Underwritten Notes for sale to the public as set forth in the Preliminary Prospectus and the Prospectus.  If the Prospectus specifies an initial public offering price or a method by which the price at which such Underwritten Notes are to be sold, then after the Underwritten Notes are released for sale to the public, the Underwriters may vary from time to time the public offering price, selling concessions and reallowances to dealers that are members of the Financial Industry Regulatory Authority (“FINRA”) and other terms of sale hereunder and under such selling arrangements.

(b)           Prior to the Closing Date, the Representatives shall notify TMCC and the Seller of (i) the date or dates on which the Preliminary Prospectus and the Ratings Free Writing Prospectus are first used and (ii) the time of the first Contract of Sale to which such Preliminary Prospectus relates.

(c)           Each Underwriter represents and agrees (i) that it did not enter into any Contract of Sale for any Underwritten Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Underwritten Notes, deliver the Time of Sale Information to each investor to whom Underwritten Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the Seller), prior to the applicable time of any such Contract of Sale with respect to such investor.

(d)           If the Seller, TMCC or an Underwriter determines or becomes aware that any “written communication” (as defined in Rule 405 under the Securities Act) (including without

8

limitation the Preliminary Prospectus) or oral statement (when considered in conjunction with all information conveyed at the time of the “contract of sale” within the meaning of Rule 159 under the Securities Act and all Commission guidance relating to such rule (the “Contract of Sale”)) made or prepared by the Seller or such Underwriter contains an untrue statement of material fact or omits to state a material fact necessary to make the statements, in light of the circumstances under which they were made, not misleading at the time that a Contract of Sale was entered into, either the Seller or such Underwriter may prepare corrective information, with notice to the other party and such Underwriter shall deliver such information in a manner reasonably acceptable to both parties, to any person with whom a Contract of Sale was entered into based on such written communication or oral statement, and such information shall provide any such person with the following:

(i)           adequate disclosure of the contractual arrangement;

(ii)           adequate disclosure of the person’s rights under the existing Contract of Sale at the time termination is sought;

(iii)           adequate disclosure of the new information that is necessary to correct the misstatements or omissions in the information given at the time of the original Contract of Sale; and

(iv)           a meaningful ability to elect to terminate or not to terminate the prior Contract of Sale and to elect to enter into or not enter into a new Contract of Sale.

(e)           Each Underwriter, severally and not jointly, agrees that it has not and will not violate any applicable securities laws, or other applicable law in its offer or sale of any of the Underwritten Notes within the United States or any other country or their respective territories or possessions.

Section 5.  Certain Agreements of the Seller and TMCC.  The Seller (and TMCC with respect to clauses (g), (h), (i), (j), (k), (l) and (m) below), covenants and agrees with the several Underwriters that:

(a)           If the Effective Time is prior to the execution and delivery of this Agreement, the Seller will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b).  The Seller will advise the Representatives promptly of any such filing pursuant to Rule 424(b) or deemed effectiveness pursuant to Rule 462.  If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement and an Additional Registration Statement is necessary to register a portion of the Notes under the Act but the Effective Time thereof has not occurred as of such execution and delivery, the Seller will file the Additional Registration Statement or a post-effective amendment thereto, as the case may be, with the Commission pursuant to and in accordance with Rule 424(b) on or prior to 10:00 p.m., New York time, on the date of this Agreement or, if earlier, on or prior to the time the Prospectus is printed and distributed to any Underwriter, or will make such filing at such later date as shall have been consented to by the Underwriter.

9

(b)           The Seller will advise the Representatives promptly of: (i) any proposal to amend or supplement the Registration Statement as filed, the Preliminary Prospectus or the Prospectus, and will not effect such amendment or supplement without first furnishing to the Representatives a copy of each such proposed amendment or supplement and obtaining the consent of the Representatives, which consent shall not unreasonably be withheld, (ii) any request by the Commission for any amendment of or supplement to the Registration Statement, the Preliminary Prospectus or the Prospectus or for any additional information, (iii) the effectiveness of the Registration Statement, or of any amendment or supplement thereto or to the Preliminary Prospectus or the Prospectus, and (iv) the issuance by the Commission or, if the Seller has knowledge thereof, by any authority administering any state securities or blue sky laws of any stop order suspending the effectiveness of the Registration Statement, the Preliminary Prospectus or the Prospectus and of the institution or threat of any proceeding for that purpose, and the Seller will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible the lifting of any issued stop order.

(c)           If, during the period in which the Prospectus is required by federal securities law or regulation (in the opinion of counsel for the Representative) to be delivered in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Prospectus, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Act, the Seller (in compliance with subsection (b)) will promptly notify the Representatives and will promptly prepare and file, or cause to be prepared and filed, with the Commission an amendment or supplement that will correct such statement or omission or effect such compliance; provided, that no such consent of the Representatives will be required to file an amendment or supplement under this Section 5(c) if the Seller receives an opinion of counsel that such amendment is required to comply with the Act.  Neither any such filing nor the Representatives’ consent thereto shall operate as a waiver or limitation of any rights of the Underwriters hereunder.

(d)           As soon as practicable, but not later than the Availability Date (as defined below), the Seller will cause the Trust to make generally available to the Noteholders an earnings statement with respect to the Trust covering a period of at least 12 months beginning after the Effective Date of the Initial Registration Statement (or of any Additional Registration Statement) that will satisfy the provisions of Section 11(a) of the Act. For the purpose of the preceding sentence, “Availability Date” means the 45th day after the end of the Seller’s fourth fiscal quarter following the Seller’s fiscal quarter that includes the date hereof, except that, if such fourth fiscal quarter is the last quarter of the Seller’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter.

(e)           The Seller will furnish to the Representatives copies of each Registration Statement as originally filed and each amendment thereto (in each case at least two of which will include all exhibits) and to the Underwriters, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in

10

such quantities as the Representatives may reasonably request. The Prospectus shall be so furnished no later than 3:00 p.m., New York City time, on or prior to the business day preceding the Closing Date. All other documents shall be furnished as soon as available and in such quantities as the Representatives reasonably request.  The Seller will pay the expenses of printing and distributing to the Underwriters all such documents.

(f)           The Seller will arrange for the qualification of the Underwritten Notes for sale under the securities laws of such jurisdictions in the United States as the Representatives may reasonably designate and will continue such qualifications in effect so long as required for the distribution of the Underwritten Notes, provided that the Seller shall not be obligated to qualify to do business nor become subject to service of process generally, but only to the extent required for such qualification, in any jurisdiction in which it is not currently so qualified.

(g)           So long as any of the Underwritten Notes are outstanding, the Seller or TMCC, as the case may be, will deliver or cause to be delivered to the Representatives (i) copies of each report regarding the Underwritten Notes mailed to Noteholders pursuant to the Basic Documents, (ii) the annual statement as to compliance and the annual statement of a firm of independent public accountants furnished to the Indenture Trustee pursuant to the Basic Documents (as amended), as soon as such statements are furnished to the Indenture Trustee, (iii) copies of all documents required to be filed with the Commission pursuant to the Exchange Act, or any order of the Commission thereunder and (iv) such other information concerning the Seller, TMCC (relating to the Receivables, the servicing thereof or the ability of TMCC to act as Servicer), the Underwritten Notes or the Trust as the Representatives may reasonably request from time to time; provided, however, that neither the Seller nor TMCC shall be obligated to provide copies of any of the foregoing items specified in this clause (g) if they are filed with the Commission on the Next – Generation EDGAR System (“EDGAR”) or otherwise available through a Commission website.

(h)           On or before the Closing Date, the Seller and TMCC shall cause TMCC’s electronic files, which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations, to show the absolute ownership by the Trust of the Receivables, and from and after the Closing Date, none of the Seller or TMCC shall take any action inconsistent with the ownership by the Trust of such Receivables, other than as permitted by the Sale and Servicing Agreement or as required by law.

(i)           The Seller and TMCC will pay all expenses incident to the performance of their respective obligations under this Agreement, including without limitation, (i) expenses incident to the printing, reproduction and distribution of the Registration Statement as originally filed and each amendment thereto, the Preliminary Prospectus and the Prospectus (including any amendments and supplements thereto), (ii) the fees and disbursements of the Indenture Trustee and the Owner Trustee and their counsel, (iii) the fees and disbursements of counsel to the Seller and TMCC and the independent public accountants of the Seller, (iv) the fees charged by each Hired NRSRO in connection with the rating of the Notes, (v) the fees of DTC in connection with the book-entry registration

11

of the DTC Notes, (vi) the preparation, issuance and delivery of the Notes and (vii) expenses incurred in distributing the Prospectus (including any amendments and supplements thereto) to the Underwriters, and will reimburse the Underwriters for any expenses (excluding fees and disbursements of counsel) incurred by the Underwriters in connection with the qualification of the Underwritten Notes for sale under the securities laws of such jurisdictions in the United States as the Representatives may designate pursuant to Section 5(f) hereof and in connection with the preparation of any blue sky or legal investment survey, if any is required.

(j)           For a period of 7 days from the date hereof, neither the Seller, TMCC nor any of their respective affiliates will, without the prior written consent of the Representatives, directly or indirectly, offer, sell or contract to sell or announce the offering of, in a public or private transaction, any other collateralized securities similar to the Underwritten Notes, other than the Notes that are not Underwritten Notes and are initially retained by the Seller or one or more of its affiliates.

(k)           To the extent if any, that the rating at the Closing Date provided with respect to the Notes by any Hired NRSRO is conditional upon the furnishing of documents or the taking of any other actions by the Seller or TMCC, the Seller or TMCC, as the case may be, shall furnish such documents and take any such other actions as may be required.

(l)           As of the Closing Date, each of the Basic Documents to which it is a party will have been duly authorized, executed and delivered by the Seller and TMCC.

(m)           TMCC will comply, and will cause the Seller to comply, with each 17g-5 Representation.

Section 6.  Conditions of the Obligations of the Underwriters.  The obligations of the several Underwriters to purchase and pay for the Underwritten Notes will be subject to the accuracy of the respective representations and warranties on the part of the Seller and TMCC herein, to the accuracy of the statements of the Seller and TMCC made in any officers’ certificates pursuant to the provisions hereof, to the performance by the Seller and TMCC of their respective obligations hereunder and to the following additional conditions precedent:

(a)           On (i) the date of this Agreement, the Representatives and the Seller shall have received a letter, dated the date of delivery thereof, from independent public accountants reasonably acceptable to the Representatives confirming that they are independent public accountants with respect to the Seller and TMCC within the meaning of the Act and the Rules and Regulations and with respect to certain information contained in the Registration Statement, the Preliminary Prospectus and the Prospectus and substantially in the form of the draft to which the Representatives previously have agreed and otherwise in form and in substance reasonably satisfactory to the Representatives and (ii) the Closing Date, the Representatives and the Seller shall have received (x) a letter, dated as of the Closing Date, from independent public accountants reasonably acceptable to the Representatives updating the letter referred to in clause (i) above, in form and substance reasonably satisfactory to the Representatives and (y) a

12

letter, dated as of the Closing Date, from independent public accountants reasonably acceptable to the Representatives relating to certain agreed-upon procedures regarding data integrity in form and substance reasonably satisfactory to the Representatives (which letter may be included as part of the letter referred to in clause (x)).

(b)           The Prospectus and any supplements thereto shall have been filed (if required) with the Commission in accordance with the Rules and Regulations; and, before the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller or the Underwriters, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law.

(c)           Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any material adverse change in or affecting the condition, financial or otherwise, earnings, business or operations of the Seller, TMCC or the Trust which, in the reasonable judgment of the Representatives (after consultation with the Underwriters), materially impairs the investment quality of the Underwritten Notes, or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Underwritten Notes; (ii) any downgrading in the rating of any debt securities of TMCC or any of its direct or indirect subsidiaries by any Hired NRSRO, or any public announcement that any such organization has under surveillance or review its rating of any such debt securities (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or setting of minimum prices for trading on such exchange; (iv) any suspension of trading of any securities of TMCC on any exchange or in the over-the-counter market, (v) any banking moratorium declared by federal, California or New York authorities; or (vi) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by the United States Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representatives (after consultation with the Underwriters), the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Underwritten Notes.

(d)           The Representatives shallhave received:

(1)           the favorable opinion or opinions, dated the Closing Date, of Bingham McCutchen LLP, with respect to the general corporate, enforceability and securities law matters, in form and scope reasonably satisfactory to the Representatives;

(2)           a negative assurance letter of Bingham McCutchen LLP, special counsel to the Seller, TMCC and the Trust, with respect to the Registration Statement, the most recent Preliminary Prospectus delivered prior to the Time of Sale and the Prospectus, in form and scope reasonably satisfactory to the Representatives;

(3)           a negative assurance letter of [Mayer Brown LLP], counsel to the Underwriters, with respect to the Registration Statement, the most recent Preliminary

13

Prospectus delivered prior to the Time of Sale and the Prospectus, in form and scope reasonably satisfactory to the Representatives;

(4)           the favorable opinion, dated the Closing Date, of Katherine E. Adkins, Esq., General Counsel of TMCC and counsel to the Seller, in form and scope reasonably satisfactory to the Representatives;

(5)           the favorable opinion, dated the Closing Date, of [__________], counsel to the Indenture Trustee, in form and scope reasonably satisfactory to the Representatives and counsel for the Underwriters;

(6)           the favorable opinion of Bingham McCutchen LLP, special counsel to the Trust, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel for the Underwriters, regarding certain security interest matters;

(7)           the favorable opinion of Bingham McCutchen LLP, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel to the Underwriters with respect to certain bankruptcy matters;

(8)           the favorable opinions of Richards, Layton & Finger, P.A. as special Delaware counsel for the Trust, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel for the Representatives; and

(9)           the favorable opinion of [__________], as special counsel for the Owner Trustee, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel for the Representatives.

The opinions and negative assurance letters described in this Section 6(d) may contain such assumptions, qualifications and limitations as are customary in opinions or letters of this type and are reasonably acceptable to counsel to the Representatives.

(e)           The Representatives shall have received a certificate, dated the Closing Date, signed by the President or any Vice President and a principal financial or accounting officer of (i) the Seller in which such officers shall state that, to the best of their knowledge after reasonable investigation, (A) the representations and warranties of the Seller in this Agreement are true and correct, (B) the Seller has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date in all material respects, (C) no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge, are contemplated by the Commission, (D) the Additional Registration Statement, if any, satisfying the requirements of Rule 462(b)(1) and Rule 462(b)(3) was filed in accordance with Rule 462(b) (including payment of the applicable filing fee in accordance with Rule 111(a) or Rule 111(b) under the Act) prior to the time the Prospectus was printed or distributed to the Underwriter and (E) subsequent to the date of this Agreement, there has been no material adverse change in or affecting the condition, financial or otherwise, earnings, business or operations of the Seller except as set forth or contemplated in the Prospectus

14

and (ii) TMCC in which such officers shall state that, to the best of their knowledge after reasonable investigation, (A) the representations and warranties of TMCC in this Agreement are trueand correct, (B) TMCC has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder in all material respects and (C) subsequent to the date of this Agreement there has been no material adverse change in or affecting the condition, financial or otherwise, earnings, business or operations of TMCC which would materially and adversely affect the performance by TMCC of its obligations under this Agreement or any of the Basic Documents.

(f)           On the Closing Date, the Class [__] Notes shall have received the ratings indicated in the Ratings Free Writing Prospectus from the nationally recognized statistical rating organizations named therein.

(g)           The Representatives shall have received a certificate, dated the Closing Date, signed by an authorized officer or any Vice President of the Indenture Trustee, in which such officer shall state that the information contained in the Form T-1 for the Indenture Trustee is true and accurate as of its filing with the Commission.

(h)           On the Closing Date, the Representatives and counsel for the Underwriters shall have been furnished with such documents and opinions as they reasonably may require for the purpose of enabling them to pass upon the issuance and sale of the Underwritten Notes as herein contemplated and related proceedings or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Seller and TMCC in connection with the issuance and sale of the Underwritten Notes as herein contemplated shall be in form and substance reasonably satisfactory to the Representatives and counsel for the Underwriters.

Section 7.  Indemnification and Contribution.

(a)           The Seller and TMCC will, jointly and severally, indemnify and hold harmless each Underwriter and each person, if any, who controls such Underwriter within the meaning of the Act or the Exchange Act and the respective officers, directors and employees of each such person against any losses, claims, damages or liabilities, joint or several as incurred, to which such Underwriter may become subject, under the Act, the Exchange Act or other federal or state laws or regulation, whether statutory, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i)  any untrue statement or alleged untrue statement of any material fact contained in the CDI Intex file or the Bloomberg Screen or any amendment or supplement thereto or (ii) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus, the Prospectus, the Ratings Free Writing Prospectus, the Road Show Material or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither the Seller nor TMCC will be liable in any such case to the extent

15

that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Seller or TMCC by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of [__________] (the “Underwriters’ Information”).

(b)           Each Underwriter, severally and not jointly, will indemnify and hold harmless each of the Seller and TMCC and each person, if any, who controls the Seller or TMCC within the meaning of the Act or the Exchange Act, against any losses, claims, damages or liabilities, joint or several as incurred, to which the Seller or TMCC, may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Seller or TMCC by such Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by such Underwriter consists of such Underwriter’s Underwriters’ Information and will reimburse any legal or other expenses reasonably incurred by the Seller and TMCC in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred.

(c)           Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Seller and TMCC, and each person, if any, who controls the Seller or TMCC within the meaning of the Act or the Exchange Act and the respective officers, directors and employees of each such person, against any losses, claims, damages or liabilities to which the Seller or TMCC may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon, (i) any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing Prospectus (defined below), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) any statement contained in any Underwriter Free Writing Prospectus (defined below) that conflicts with the information then contained in the Registration Statement or any prospectus or prospectus supplement that is a part thereof, and will reimburse any legal or other expenses reasonably incurred by the Seller or TMCC in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that with respect to clauses (i) and (ii) above, no Underwriter will be liable to the extent that any such loss, claim, damage or liability arises out of or is based upon any statement in or omission from any Underwriter Free Writing Prospectus (defined below) in reliance upon and in conformity with (A) any written information furnished to the related Underwriter by the Seller or TMCC expressly for use therein, (B) information accurately extracted from the Preliminary Prospectus or Prospectus, which information was not corrected by information subsequently provided by the Seller or TMCC to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus (defined below) or (C) Issuer

16

Information (as defined below) (except for information regarding the status of the subscriptions for the Underwritten Notes).

(d)           Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a), (b) or (c) above, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under subsection (a), (b) or (c) above.  In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation.  In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the indemnifying party fails to appoint such counsel as provided in the previous sentence under this Section.  In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.  No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 7 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of any litigation, investigation, proceeding or claim and (ii) does not contain a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any indemnified party (unless such statement is agreed to by the indemnified party in writing); the provisions of this Section with respect to indemnification shall continue and survive.

(e)           If the indemnification provided for in this Section is unavailable or insufficient tohold harmless an indemnified party under subsection (a), (b) or (c) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a), (b) or (c) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Seller and TMCC on the one hand and the Underwriters, on the other hand, from the offering of the Underwritten Notes or (ii) if the allocation provided by clause (i) above is not permitted by

17

applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Seller and TMCC on the one hand and the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Seller and TMCC on the one hand and the Underwriters on the other hand shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Seller and TMCC bear to the total underwriting discounts and commissions received by the Underwriters.  The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Seller or TMCC or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (e). Notwithstanding the provisions of this subsection (e), no Underwriter shall be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the Underwritten Notes underwritten by it exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (e) to contribute are several in proportion to their respective underwriting obligations and not joint.

(f)           The obligations of the Seller and TMCC under this Section shall be in addition to any liability that the Seller or TMCC may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section shall be in addition to any liability that the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Seller or TMCC, to each officer of the Seller or TMCC who has signed any Registration Statement and to each person, if any, who controls the Seller or TMCC within the meaning of the Act.

Section 8.  Default of Underwriters.  If any Underwriter or Underwriters default in their obligations to purchase Underwritten Notes hereunder and the aggregate principal amount of Class [__] Notes (in the case of the Class [__] Underwriters) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Class [__] Notes, the Representatives may make arrangements satisfactory to the Seller and TMCC for the purchase of such Class [__] Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Class [__] Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class [__] Notes that such defaulting Underwriters agreed but failed to purchase.  If any such default or defaults occur and such default or defaults exceed 10% of the total principal amount of the Class [__] Notes and arrangements satisfactory to the Seller and TMCC for the purchase of such Underwritten Notes

18

by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, the Seller or TMCC, except as provided in Section 9 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Section 9.  Survival of Certain Representations and Obligations.  The respective indemnities, agreements, representations, warranties and other statements of the Seller and TMCC or their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation or statement as to the results thereof, made by or on behalf of any Underwriter, the Seller, TMCC or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Underwritten Notes.  If this Agreement is terminated pursuant to Section 8 hereof or if for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated, the Seller and TMCC shall remain responsible for the expenses to be paid or reimbursed by the Seller and TMCC pursuant to Section 5(i) hereof and the respective obligations of the Seller, TMCC and the Underwriters pursuant to Section 7 hereof shall remain in effect. If the purchase of the Underwritten Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 hereof or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c) hereof, the Seller and TMCC will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Underwritten Notes.

Section 10.  Offering Communications.  Other than the Preliminary Prospectus and the Prospectus, each Underwriter severally represents, warrants and agrees with TMCC and the Seller that it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Underwritten Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act unless such Underwriter has obtained the prior written approval of TMCC and the Seller; provided, however, each Underwriter may prepare and convey to one or more of its potential investors without the consent of TMCC, the Seller or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Act) in the form of (i) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus previously filed with the Commission, (ii) the Bloomberg Screen, (iii) the Ratings Free Writing Prospectus or (iv) other written communication containing no more than the following: (a) information contemplated by Rule 134 under the Act, (b) information included or to be included in the Preliminary Prospectus or the Prospectus, (c) information relating to the class, size, rating, CUSIPS, coupon, yield, spread, closing date, legal maturity, weighted average life, expected final payment date, trade date and payment window of one or more classes of Notes, servicer clean up call, eligibility of the Notes to be purchased by ERISA plans and (d) a column or other entry showing the status of the subscriptions for the Underwritten Notes and/or expected pricing parameters of the Underwritten Notes (each such other written communication enumerated in this Section 10, clause (v), an “Underwriter Free Writing Prospectus”).  TMCC and the Seller each authorize each Underwriter to provide

19

potential investors in the Underwritten Notes access to the Road Show Material by means of the Internet website located at www.netroadshow.com, which is operated by NetRoadShow, Inc. for such purpose.  As used herein, the term “Issuer Information” means any information of the type specified in clauses (1) – (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information.   As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter.

(a)           Each Underwriter severally represents, warrants and agrees with TMCC and the Seller that:

(i)           each Underwriter Free Writing Prospectus prepared by it will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Underwritten Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that no Underwriter makes such representation, warranty or agreement to the extent such untrue statements or omissions were made in reliance upon and in conformity with information contained in the Preliminary Prospectus or the Prospectus or any written information furnished to the related Underwriter by TMCC or the Seller specifically for use therein which information was not corrected by information subsequently provided by TMCC or the Seller to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus;

(ii)           each Underwriter Free Writing Prospectus prepared by it shall contain a legend substantially in the form of and in compliance with Rule 433(c)(2)(i) of the Act, and shall otherwise conform to any requirements for “free writing prospectuses” under the Act;

(iii)           each Underwriter Free Writing Prospectus prepared by it shall be delivered to TMCC and the Seller no later than the time of first use and, unless otherwise agreed to by TMCC and the Seller and the related Underwriter, such delivery shall occur no later than 5:00 p.m. (Eastern Time) on the date of first use (which shall be no earlier than the time that the Preliminary Prospectus is filed with the Commission); provided, however, if the date of first use is not a Business Day, such delivery shall occur no later than 5:00 p.m. (Eastern Time) on the first Business Day preceding such date of first use;

(iv)           none of the information in any Underwriter Free Writing Prospectus will conflict with the information then contained in the Registration Statement or any prospectus or prospectus supplement that is a part thereof;

(v)           such Underwriter has in place, and covenants that it shall maintain, internal controls and procedures which it reasonably believes to be sufficient to ensure full compliance with all applicable legal requirements of the Act and the rules and regulations thereunder with respect to the generation and use of Underwriter Free Writing

20

Prospectuses in connection with the offering of the Underwritten Notes.  In addition, such Underwriter shall, for a period of at least three years after the date hereof, maintain written and/or electronic records of the following:

(a)           any Underwriter Free Writing Prospectus used by such Underwriter to solicit offers to purchase Underwritten Notes to the extent not filed with the Commission;

(b)           regarding each Underwriter Free Writing Prospectus delivered by such Underwriter to an investor, the date of such delivery and identity of such investor; and

(c)           regarding each Contract of Sale entered into by such Underwriter, the date, identity of the investor and the terms of such Contract of Sale, as set forth in the related confirmation of trade;

(vi)           such Underwriter shall file any Underwriter Free Writing Prospectus that has been distributed by such Underwriter in a manner reasonably designed to lead to its broad, unrestricted dissemination within the later of two business days after such Underwriter first provides this information to investors and the date upon which the Seller is required to file the Prospectus Supplement with the Commission pursuant to Rule 424(b)(3) of the Act or otherwise as required under Rule 433 of the Act; provided, however, that such Underwriter shall not be required to file any Underwriter Free Writing Prospectus to the extent such Underwriter Free Writing Prospectus includes information in a free writing prospectus, Preliminary Prospectus or Prospectus previously filed with the Commission or that does not contain substantive changes from or additions to a free writing prospectus previously filed with the Commission; and

(vii)           such Underwriter (a) has not delivered, and will not deliver, any Rating Information to a Hired NRSRO, and (b) has not participated and will not participate, in any oral communication of Rating Information with any Hired NRSRO or other nationally recognized statistical rating organization unless a designated representative from TMCC participates in such communication; provided, however, that if an Underwriter receives an oral communication from a Hired NRSRO, such Underwriter is authorized to inform such Hired NRSRO that it will respond to the oral communication with a designated representative from TMCC. “Rating Information” means any oral or  written information provided to a Hired NRSRO for the purpose of (a) determining the initial credit rating for the Notes, including information about the characteristics of the Receivables and the legal structure of the Notes or (b) undertaking credit rating surveillance on the Notes, including information about the characteristics and performance of the Receivable.

Section 11.  Notices.  All communications hereunder will be in writing and, if sent to the Representatives or the Underwriters, will be mailed or delivered to the Representatives c/o [__________];if sent to the Seller, will be mailed or delivered to it at Toyota Auto Finance Receivables LLC, 19851 Western Avenue EF 12, Torrance, California 90501, Attention: Chris Ballinger – President; or if sent to TMCC, will be mailed or delivered to it at Toyota Motor

21

Credit Corporation, 19001 South Western Avenue, P.O. Box 2958, Torrance, California 90501, Attention: Chris Ballinger – Chief Financial Officer.  Notwithstanding the foregoing, any notice to an Underwriter pursuant to Section 7 hereof will be mailed or delivered to such Underwriter.

Section 12.  Successors.  This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation hereunder.

Section 13.  Representation of Representatives.  The Representatives will act for the several Underwriters in connection with the transactions described in this Agreement, and any action taken by the Representatives under this Agreement will be binding upon all the Underwriters.

Section 14.  Representations, Warranties and Covenants of Underwriters.  With respect to any offers or sales of the Underwritten Notes outside of the United States (and solely with respect to any such offers and sales) each Underwriter severally and not jointly makes the following representations and warranties:

(a)           Each Underwriter represents and agrees that it will comply with all applicable laws and regulations in each jurisdiction in which it purchases, offers or sells Underwritten Notes or distributes the Prospectus or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of Underwritten Notes under the laws and regulations in force in any jurisdiction, to which it is subject or in which it makes such purchases, offers or sales and neither the Seller or TMCC shall have any responsibility therefor;

(b)           No action has been or will be taken by such Underwriter that would permit a public offering of the Underwritten Notes, or distribution of any offering material in relation to the Underwritten Notes in any jurisdiction where action for that purpose is required unless the Seller or TMCC has agreed to such actions and such actions have been taken;

(c)           Each Underwriter represents and agrees that it will not offer, sell or deliver any of the Underwritten Notes or distribute any such offering material in or from any jurisdiction except under circumstances, which will result in compliance with applicable laws and regulations and which will not impose any obligation on the Seller or TMCC or the Underwriters;

(d)           Such Underwriter acknowledges that it is not authorized to give any information or make any representations in relation to the Underwritten Notes other than those contained or incorporated by reference in the Preliminary Prospectus, the Prospectus, the Ratings Free Writing Prospectus, any Underwriter Free Writing Prospectus and such additional information, if any, as the Seller or TMCC shall, in writing, provide to and authorize such Underwriter so to use and distribute to actual and potential purchasers of Underwritten Notes;

(e)           Each Underwriter agrees that: (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”) received by it in connection with the issue or sale of any Underwritten Notes in circumstances in which Section 21(1) of the FSMA

22

does not apply to the Trust; and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Underwritten Notes in, from or otherwise involving the United Kingdom; and

(f)           In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees with the Seller that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Underwritten Notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Underwritten Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Member State at the Relevant Implementation Date, make an offer of Underwritten Notes to the public in that Relevant Member State at any time; (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (ii) to fewer than 100 or, if the Relevant Member State has implemented the relevant portions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of such Underwriter; or (iii) in any other circumstances which do not require the Trust to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

Section 15.  Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

Section 16.  Applicable Law; Entire Agreement.  This Agreement and any claim, controversy or dispute arising under or related to this Agreement will be governed by and construed in accordance with the internal laws of the State of New York, without regard to the principal of conflicts of laws thereof or any other jurisdiction (other than Sections 5-1401 and 5-1402 of the New York General Obligations Laws), and the obligations, rights and remedies of the parties under this Agreement shall be determined in accordance with such laws. This Agreement represents the entire agreement between the Seller and TMCC, on the one hand, and the Underwriters, on the other, with respect to the preparation of the Prospectus or the Preliminary Prospectus, the conduct of the offering and the purchase and sale of the Underwritten Notes.

Section 17.  Submission to Jurisdiction; Waiver of Jury Trial.  Each of the parties hereto hereby irrevocably and unconditionally:

(a)           submits for itself and its property in any legal action or proceeding relating to this Agreement, any documents executed and delivered in connection herewith or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

23

(b)          consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)           agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address set forth in Section 11 or, if not therein, in the Sale and Servicing Agreement or in the Indenture;

(d)           agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e)           waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement or any matter arising hereunder or thereunder.

24

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us one of the counterparts hereof, whereupon it will become a binding agreement between the Seller and TMCC and the Underwriters in accordance with its terms.

Very truly yours,

TOYOTA AUTO FINANCE RECEIVABLES LLC

By:          ______________________________

Name:

Title:

TOYOTA MOTOR CREDIT CORPORATION

By:         ______________________________                                             

Name:

Title:

The foregoing Underwriting Agreement

is hereby confirmed and accepted, as

of the date first above written:

[__________]

By:  ___________________________

Name:

Title:

Acting on behalf of itself and as

a Representative of the several

Underwriters

[__________]

By:  ___________________________

Name:

Title:

Acting on behalf of itself and as

a Representative of the several

Underwriters

[__________]

By:  ___________________________

Name:

Title:

Acting on behalf of itself and as

a Representative of the several

Underwriters

S-2

Schedule I

Underwriters	Class A-1 Notes	Class A-2 Notes	Class A-3 Notes	Class A-4 Notes	Class B Notes
[__________]	[__________]	[__________]	[__________]	[__________]	[__________]
[__________]	[__________]	[__________]	[__________]	[__________]	[__________]
[__________]	[__________]	[__________]	[__________]	[__________]	[__________]
[__________]	[__________]	[__________]	[__________]	[__________]	[__________]
[__________]	[__________]	[__________]	[__________]	[__________]	[__________]
[__________]	[__________]	[__________]	[__________]	[__________]	[__________]
[__________]	[__________]	[__________]	[__________]	[__________]	[__________]

Sch-1

EX-4.1

Exhibit 4.1

TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST

(a Delaware Statutory Trust)

______________________________________

AMENDED AND RESTATED TRUST AGREEMENT

between

TOYOTA AUTO FINANCE RECEIVABLES LLC,

as Depositor,

and

[__________],

as Owner Trustee

______________________________________________

Dated as of [________], 20[__]

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS	1
Section 1.01.	Definitions	1
Section 1.02.	Usage of Terms	4
ARTICLE II	CREATION OF TRUST	4
Section 2.01.	Creation of Trust	4
Section 2.02.	Office	4
Section 2.03.	Purposes and Powers	5
Section 2.04.	Power of Attorney	5
Section 2.05.	Declaration of Trust	5
Section 2.06.	Liability of the Certificateholders	6
Section 2.07.	Title to Trust Property	6
Section 2.08.	Situs of Trust	6
Section 2.09.	Representations and Warranties of the Depositor	6
Section 2.10.	Federal Income Tax Allocations	7
Section 2.11.	Covenants of the Trust	8
ARTICLE III	CERTIFICATES AND TRANSFER OF INTERESTS	8
Section 3.01.	The Certificates	8
Section 3.02.	Authentication of Certificates	9
Section 3.03.	Registration of Transfer and Exchange of Certificates	9
Section 3.04.	Mutilated, Destroyed, Lost or Stolen Certificate	11
Section 3.05.	Maintenance of Office or Agency	11
Section 3.06.	Appointment of Paying Agent	11
Section 3.07.	Persons Deemed Certificateholders	12
Section 3.08.	Access to List of Certificateholders’ Names and Addresses	12
ARTICLE IV	ACTIONS BY OWNER TRUSTEE OR THE CERTIFICATEHOLDERS	12
Section 4.01.	Prior Notice to the Certificateholders with Respect to Certain Matters	12
Section 4.02.	Action by the Certificateholders with Respect to Certain Matters	13
Section 4.03.	Action with Respect to Bankruptcy	13

i

Section 4.04.	Restrictions on the Certificateholders’ Power	14
Section 4.05.	Majority of the Certificates Control	14
ARTICLE V	APPLICATION OF TRUST FUNDS; CERTAIN DUTIES	14
Section 5.01.	[Reserved]	14
Section 5.02.	Application of Amounts in Trust Accounts	14
Section 5.03.	Method of Payment	15
Section 5.04.	Accounting and Reports to the Noteholders, the Certificateholders, the Internal Revenue Service and Others	15
Section 5.05.	Signature on Returns; Tax Matter Partner	16
ARTICLE VI	AUTHORITY AND DUTIES OF OWNER TRUSTEE	16
Section 6.01.	General Authority	16
Section 6.02.	General Duties	16
Section 6.03.	Duties of Owner Trustee	16
Section 6.04.	No Duties Except as Specified in this Agreement or in Instructions	19
Section 6.05.	No Action Except Under Specified Documents or Instructions	19
Section 6.06.	Restrictions	19
ARTICLE VII	CONCERNING THE OWNER TRUSTEE	20
Section 7.01.	Rights of the Owner Trustee	20
Section 7.02.	Furnishing of Documents	21
Section 7.03.	Representations and Warranties	21
Section 7.04.	Reliance; Advice of Counsel	22
Section 7.05.	Not Acting in Individual Capacity	22
Section 7.06.	Owner Trustee Not Liable for the Certificates or Receivables	23
Section 7.07.	Owner Trustee May Own Certificates and Notes	23
Section 7.08.	Trust Licenses	23
ARTICLE VIII	COMPENSATION OF OWNER TRUSTEE	24
Section 8.01.	Owner Trustee’s Fees and Expenses	24
Section 8.02.	Indemnification	24
Section 8.03.	Payments to the Owner Trustee	24
ARTICLE IX	TERMINATION OF TRUST AGREEMENT	24

ii

Section 9.01.	Termination of Trust Agreement	24
ARTICLE X	SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES	26
Section 10.01.	Eligibility Requirements for Owner Trustee	26
Section 10.02.	Resignation or Removal of Owner Trustee	26
Section 10.03.	Successor Owner Trustee	27
Section 10.04.	Merger or Consolidation of Owner Trustee	27
Section 10.05.	Appointment of Co-Trustee or Separate Trustee	27
Section 10.06.	Power of Attorney for Co-Trustee or Separate Trustee	28
ARTICLE XI	MISCELLANEOUS	29
Section 11.01.	Supplements and Amendments	29
Section 11.02.	No Legal Title to Trust Estate in the Certificateholders	30
Section 11.03.	Limitations on Rights of Others	30
Section 11.04.	Notices	30
Section 11.05.	Severability	31
Section 11.06.	Counterparts	31
Section 11.07.	Successors and Assigns	31
Section 11.08.	No Petition	31
Section 11.09.	No Recourse	31
Section 11.10.	Headings	32
Section 11.11.	Governing Law	32
Section 11.12.	TMCC Payment Obligation	32
ARTICLE XII	COMPLIANCE WITH REGULATION AB	32
Section 12.01.	Intent of the Parties; Reasonableness	32

iii

EXHIBITS

EXHIBIT A                      Form of Certificate                                                                                                     A-1

EXHIBIT B                      Form of Transferee Representation Letter B-1

EXHIBIT C                      Form of Transferor Representation Letter                                                              C-1

iv

AMENDED AND RESTATED TRUST AGREEMENT, dated as of [________], 20[__], by and between TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company, as depositor, and [__________], a [__________], not in its individual capacity but solely as Owner Trustee, amending and restating in its entirety the Trust Agreement dated as of [________], 20[__] (the “Original Trust Agreement”), by and between TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company, as depositor and [__________], a [__________], as owner trustee, and herein referred to as the “Trust Agreement” or this “Agreement.”

IN CONSIDERATION of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01.      Definitions.  Except as otherwise specified herein or if the context may otherwise require, capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Sale and Servicing Agreement and the Indenture for all purposes of this Trust Agreement.  Except as otherwise provided in this Agreement, whenever used herein the following words and phrases, unless the context otherwise requires, shall have the following meanings:

“Administration Agreement” means the Administration Agreement dated as of [________], 20[__], by and among the Trust, as issuer, TMCC, as Administrator, and the Indenture Trustee, pursuant to which TMCC undertakes to perform certain of the duties and obligations of the Trust and the Owner Trustee hereunder, under the Sale and Servicing Agreement and under the Indenture.

“Administrator” means TMCC acting in its capacity as Administrator under the Administration Agreement.

“Agreement” means this Amended and Restated Trust Agreement, as the same may be amended and supplemented from time to time.

“Basic Documents” means the Receivables Purchase Agreement, this Agreement, the Certificate of Trust, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Securities Account Control Agreement, the Note Depository Agreement and the other documents and certificates delivered in connection herewith and therewith.

“Benefit Plan” means an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to the provisions of Title I of ERISA, a “plan” described in and subject to Section 4975 of the Code, an entity whose underlying assets include “plan assets” by reason of an employee benefit plan’s or plan’s investment in the entity, or any other employee benefit plan that is subject to a law that is similar to the fiduciary responsibility or prohibited transaction provisions of ERISA or Section 4975 of the Code.

“Certificate” means any of the Certificates executed by the Trust and authenticated by the Owner Trustee, evidencing a beneficial interest in the Trust, substantially in the form attached hereto as Exhibit A.

“Certificate of Trust” means the Certificate of Trust filed with respect to the formation of the Trust pursuant to Section 3810(a) of the Statutory Trust Act, as amended, corrected or restated from time to time.

“Certificate Register” means the register maintained pursuant to Section 3.03.

“Certificate Registrar” means [__________], unless and until a successor thereto is appointed pursuant to Section 3.03. The Certificate Registrar initially designates its offices at [__________], Attention: [__________], as its offices for purposes of Section 3.03.

“Certificateholder” or “Holder” means a Person in whose name a Certificate is registered in the Certificate Register.

“Code” means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.

“Corporate Trust Office” means, with respect to the Owner Trustee, the principal corporate trust office of the Owner Trustee located at [__________], Attention: [__________]; or at such other address as the Owner Trustee may designate by notice to the Certificateholder, or the principal corporate trust office of any successor Owner Trustee (the address of which the successor Owner Trustee will notify the Certificateholder).

“Depositor” means TAFR LLC in its capacity as depositor hereunder.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Expenses” shall have the meaning assigned to such term in Section 8.02.

“Indenture” means the Indenture, dated as of [________], 20[__], entered into between the Trust and [__________], [__________], as Indenture Trustee, pursuant to which a series of Notes are issued.

“Non-U.S. Person” means any Person who is not (i) a citizen or resident of the United States who is a natural person, (ii) a corporation or partnership (or an entity treated as a corporation or partnership) created or organized in or under the laws of the United States or any state thereof, including the District of Columbia (unless, in the case of a partnership, Treasury Regulations are adopted that provide otherwise), (iii) an estate, the income of which is subject to United States federal income taxation, regardless of its source or (iv) a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as such term is defined in the Code and Treasury Regulations) have the authority to control all substantial decisions of the trust; except that, to the extent provided in Treasury Regulations, certain trusts in existence prior to August 20, 1996 which elected to be treated as United States Persons prior to such date also shall be U.S. Persons.

2

“Notes” means the notes issued by the Trust pursuant to the Indenture, having the payment and other terms set forth in the Indenture.

“Original Trust Agreement” shall have the meaning assigned to such term in the introductory paragraph to this Agreement.

“Owner Trustee” means [__________], a [__________], not in its individual capacity but solely as Owner Trustee under this Agreement, and any successor Owner Trustee hereunder.

“Paying Agent” means any paying agent or co-paying agent appointed pursuant to Section 3.06, and shall initially be the Owner Trustee.

“Percentage Interest” shall mean, with respect to each Certificate, the percentage interest in the Trust represented by such Certificate.

“Receivables Purchase Agreement” means that certain Receivables Purchase Agreement, dated as of [________], 20[__], between TMCC, as Seller, and TAFR LLC, as Purchaser of the Receivables.

“Record Date” means, with respect to the Notes of any Class and each Payment Date, the calendar day immediately preceding such Payment Date or, if Definitive Notes representing any Class of Notes have been issued, the last day of the month immediately preceding the month in which such Payment Date occurs.  Any amount stated “as of a Record Date” or “on a Record Date” shall give effect to (i) all applications of collections, and (ii) all payments and distributions to any party under this Agreement, the Indenture and the Trust Agreement or to the related Obligor, as the case may be, in each case as determined as of the opening of business on the related Record Date.

“Responsible Officer” means, with respect to the Owner Trustee, any vice president, assistant vice president, secretary, assistant secretary working it its corporate trust department and having direct responsibility for the administration of this Trust Agreement and with respect to a particular matter to whom such matter is referred because of such officer’s knowledge and familiarity with the particular subject.

“Sale and Servicing Agreement” means the Sale and Servicing Agreement, dated as of [________], 20[__], among the Trust, TAFR LLC, as seller, and TMCC, as servicer.

“Secretary of State” means the Secretary of State of the State of Delaware.

“Securities Account Control Agreement” shall have the meaning ascribed thereto in the Sale and Servicing Agreement.

“Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq., as the same may be amended from time to time.

“TAFR LLC” means Toyota Auto Finance Receivables LLC, a Delaware limited liability company, its successors and assigns.

3

“TMCC” means Toyota Motor Credit Corporation, a California corporation, its successors and assigns.

“Treasury Regulations” means regulations, including proposed or temporary regulations, promulgated under the Code.  References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

“Trust” means the Toyota Auto Receivables 20[__]-[__] Owner Trust, a Delaware statutory trust existing pursuant to this Agreement and the filing of the Certificate of Trust.

“Trust Estate” shall have the meaning ascribed thereto in the Indenture.

Section 1.02.      Usage of Terms.  With respect to all terms in this Agreement, the singular includes the plural and the plural the singular; words importing any gender include the other genders; references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all subsequent amendments, amendments and restatements and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement; references to Persons include their permitted successors and assigns; and the term “including” means “including without limitation.”

ARTICLE II

CREATION OF TRUST

Section 2.01.      Creation of Trust.  A Delaware statutory trust known as “Toyota Auto Receivables 20[__]-[__] Owner Trust” was formed in accordance with the provisions of the Statutory Trust Act pursuant to the Original Trust Agreement.  The Owner Trustee is hereby authorized and vested with the power and authority to make and execute contracts, instruments, certificates, agreements and other writings on behalf of the Trust as set forth herein and to sue and be sued on behalf of the Trust.

The Owner Trustee accepted under the Original Trust Agreement, and does hereby confirm its acceptance and agreement to hold in trust, for the benefit of the Certificateholders and such other Persons as may become beneficiaries hereunder from time to time, all of the Trust Estate conveyed or to be conveyed to the Trust and all monies and proceeds that may be received with respect thereto, subject to the terms of this Agreement.

Section 2.02.      Office.  The principal place of business of the Trust for purposes of Delaware law shall be in care of the Owner Trustee at [__________], Attention: [__________], or at such other address in Delaware as the Owner Trustee may designate by written notice to the Certificateholders and the Servicer. The Trust may establish additional offices located at such place or places inside or outside of the State of Delaware as the Owner Trustee may designate from time to time by written notice to the Certificateholders and the Servicer.

Section 2.03.      Purposes and Powers.

4

(a)      The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities:

(i)      to issue Notes pursuant to the Indenture and Certificates pursuant to this Agreement;

(ii)      to acquire, hold and manage the Trust Estate (including the Receivables and related property) from the Depositor in exchange for the Notes and Certificates pursuant to the Sale and Servicing Agreement;

(iii)      to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to, and on the terms and conditions set forth in, the Indenture and to hold, manage and distribute to Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing Agreement;

(iv)      to engage in those activities, including entering into and performing such agreements (including, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and

(v)      subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholders and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any.

(b)      The Trust shall not engage in any activity other than in connection with the foregoing and as required or authorized by the terms of the Basic Documents.

Section 2.04.      Power of Attorney.  Pursuant to the Administration Agreement, the Trust has authorized the Administrator to perform certain of its administrative duties hereunder, including duties with respect to the management of the Trust Estate, and in connection therewith hereby grants the Administrator its revocable power of attorney.

Section 2.05.      Declaration of Trust.  The Owner Trustee hereby declares that it shall hold the Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents.  It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust.  It is the intention of the parties hereto that, solely for income and franchise tax purposes, the Trust shall be treated as a division or branch of the Person holding the beneficial interests in the Trust for any period during which the beneficial interests in the Trust are held by one Person, and that it shall be treated as a partnership for any period during which the beneficial interests in the Trust are held by more than one Person, with the assets of the partnership being the Receivables and other assets held by the Trust, and the Notes being debt of the partnership. The parties agree that for any such period, unless otherwise required by

5

appropriate tax authorities, the Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with such characterization of the Trust for tax purposes.  Effective as of the date hereof, the Owner Trustee and, solely to the extent set forth in the Administration Agreement, the Administrator shall have all rights, powers and duties set forth herein and in the Statutory Trust Act with respect to accomplishing the purposes of the Trust.  At the direction of the Depositor, the Owner Trustee caused to be filed a certificate of trust for the Trust pursuant to the Statutory Trust Act, and the Owner Trustee shall file or cause to be filed such amendments thereto as shall be necessary or appropriate to satisfy the purposes of this Agreement and as shall be consistent with the provisions hereof.

Section 2.06.      Liability of the Certificateholders.  No Certificateholder shall have any personal liability for any liability or obligation of the Trust, solely by reason of it being a Certificateholder.

Section 2.07.      Title to Trust Property.  Legal title to the Trust Estate shall be vested at all times in the Trust as a separate legal entity.

Section 2.08.      Situs of Trust.  The Trust will be located in Delaware and administered in Delaware and California.  All bank accounts maintained by the Owner Trustee on behalf of the Trust shall be located in the State of Delaware or the State of New York.  The Trust shall not have any employees in any state other than Delaware; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee from having employees within or without the State of Delaware.  Payments will be received by the Trust only in Delaware or New York, and payments will be made by the Trust only from Delaware or New York.

Section 2.09.      Representations and Warranties of the Depositor.  The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Date:

(a)      The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times and has power, authority and legal right to acquire, own and sell the Receivables.

(b)      The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreement.

(c)      The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, as part of the Trust Estate, and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary

6

corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary action.

(d)      This Agreement shall constitute a legal, valid and binding obligation of the Depositor enforceable in accordance with its terms, except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law.

(e)      The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Depositor or conflict with or breach any of the terms or provisions or constitute (with or without notice or lapse of time) a default under any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound, nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor.

(f)      There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the best of the Depositor’s knowledge, threatened, against or affecting the Depositor: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the Notes.

Section 2.10.      Federal Income Tax Allocations.  To the extent required for federal income tax purposes, net income or net losses of the Trust for any month as determined for federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Certificateholders in proportion to their interests (to the extent not previously allocated pursuant to this clause).  The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion for the allocations to fairly reflect the economic income, gain or loss to the Certificateholders, as otherwise required by the Code.

Section 2.11.      Covenants of the Trust.  The Trust covenants and agrees to the following:

(a)      to maintain books and records separate from any other person or entity;

7

(b)      to maintain its accounts separate from those of any other person or entity, except as permitted by the Trust Agreement or any other Basic Document;

(c)      not to commingle assets with those of any other entity, except as permitted by the Trust Agreement or any other Basic Document;

(d)      to conduct its own functions in its own name;

(e)      to maintain separate financial statements or records;

(f)      to pay its own liabilities out of its own funds, except as permitted by the Trust Agreement or any other Basic Document;

(g)      to maintain an arm's-length relationship with its Affiliates;

(h)      to pay the salaries of its own employees and maintain a sufficient number of employees or adequate service providers in light of its contemplated business operations;

(i)      to allocate fairly and reasonably any overhead for shared office space;

(j)      to hold itself out as a separate entity;

(k)      to correct any known misunderstanding regarding its separate identity;

(l)      not to guarantee or become obligated for the debts of any other affiliated or unaffiliated third party or hold out its credit as being available to satisfy the obligations of others (except as otherwise specified in the Basic Documents); and

(m)      to take such actions as are necessary to ensure that any financial statements of TMCC or any Affiliate thereof that are consolidated to include the Trust will contain detailed notes clearly stating that (i) all of the Trust’s assets are owned by the Trust, and (ii) the Trust is a separate entity with its own separate creditors that will be entitled to be satisfied out of the Trust’s assets prior to any value in the Trust becoming available to the Trust’s equity holders; and the accounting records and the published financial statements of TMCC will clearly show that, for accounting purposes, the Receivables and the other Collateral have been sold or contributed to the Trust.

ARTICLE III

CERTIFICATES AND TRANSFER OF INTERESTS

Section 3.01.      The Certificates.  The Certificates, evidencing a beneficial interest in the Trust, shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trustee.  Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid and binding obligations of the Trust, notwithstanding that such individuals or any of them shall have ceased

8

to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates.

The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto.  The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof.

A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

Section 3.02.      Authentication of Certificates.  Concurrently with the initial transfer of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Owner Trustee shall cause to be executed, authenticated and delivered on behalf of the Trust to or upon the written order of the Depositor, Certificates evidencing the entire beneficial interest in the Trust.  No Certificate shall entitle its holder to any benefit under this Agreement or be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee’s authenticating agent, by manual or facsimile signature of an Authorized Officer, and such authentication shall constitute conclusive evidence, and the only evidence, that such Certificate shall have been duly authenticated and delivered hereunder.  All Certificates shall be dated the date of their authentication.  The Owner Trustee shall be the initial authenticating agent of the Trust hereunder.

Section 3.03.      Registration of Transfer and Exchange of Certificates.

(a)      The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.05, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided.  [__________], shall be the initial Certificate Registrar.  In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer.  Upon receipt of such notice, the Depositor or its designee shall appoint another bank or trust company to act as successor Certificate Registrar under this Agreement, which entity will agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar, and otherwise acceptable to the Owner Trustee.

(b)      Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.05, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.05.  The preceding provisions of this Section notwithstanding, (i) the Owner Trustee shall not make, and the

9

Certificate Registrar shall not register, transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates and (ii) the Owner Trustee shall permit the registration, transfer and exchange of Certificates only in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof.

(c)      Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice.

No transfer of a Certificate shall be made unless the Owner Trustee shall have received:

(1)       a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:

      (i)       such transferee is not a Non-U.S. Person; and

      (ii)       such transferee is not a Benefit Plan;

(2)       a representation from the transferor of such Certificate substantially in the form of Exhibit C; and

(3)       an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act.

Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to a Non-U.S. Person or to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect.

To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.

(d)      No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

Section 3.04.      Mutilated, Destroyed, Lost or Stolen Certificate.  If (a) any mutilated Certificate shall be surrendered to the Certificate Registrar, or if the Certificate Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there

10

shall be delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Certificate shall have been acquired by a bona fide purchaser, the Owner Trustee on behalf of the Trust shall execute and the Owner Trustee, or the Owner Trustee’s authenticating agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and denomination.  In connection with the issuance of any new Certificate under this Section, the Owner Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.  Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

Section 3.05.      Maintenance of Office or Agency.  The Owner Trustee shall maintain an office or offices or agency or agencies where notices and demands to or upon the Owner Trustee in respect of the Certificate and the Basic Documents may be served.  The Owner Trustee initially designates the Corporate Trust Office, as its principal corporate trust office for such purposes.  The Owner Trustee shall give prompt written notice to the Depositor and to the Certificateholders of any change in the location of any such office or agency.

Section 3.06.      Appointment of Paying Agent.  Except during any period when the Indenture Trustee is authorized and directed to do so under the Indenture (i.e. prior to the termination of the Indenture), the Paying Agent shall make distributions to the Certificateholders from the amounts distributable thereto under Section 5.06 of the Sale and Servicing Agreement pursuant to Section 5.02 and shall report the amounts of such distributions to the Owner Trustee.  Any Paying Agent shall have the revocable power to withdraw funds from the Collection Account for the purpose of making the distributions referred to above.  The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect.  The Paying Agent shall initially be Owner Trustee and any co-paying agent chosen by the Owner Trustee and acceptable to the Owner Trustee.  The Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Owner Trustee or, if the Paying Agent is also the Owner Trustee, to the Indenture Trustee.  In the event that the Owner Trustee shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company).  By executing this Agreement, the Owner Trustee hereby agrees in its capacity as Paying Agent to hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders until such sums are paid to the Certificateholders.  The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders until such sums shall be paid to such Certificateholder.  The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee.  The provisions of Sections 6.04, 7.01, 7.03, 7.04, 7.05, 7.06, 8.01 and 8.02 shall apply to the Owner Trustee also in its role as Paying Agent and Certificate Registrar, for so long as the Owner Trustee shall act as Paying Agent and Certificate Registrar

11

and, to the extent applicable, to any other paying agent or certificate registrar appointed hereunder.  Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Section 3.07.      Persons Deemed Certificateholders.  Prior to due presentation of a Certificate for registration of transfer, the Owner Trustee or the Certificate Registrar may treat the Person in whose name any Certificate shall be registered in the Certificate Register as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 5.02 and for all other purposes whatsoever, and neither the Owner Trustee nor the Certificate Registrar shall be bound by any notice to the contrary.

Section 3.08.      Access to List of Certificateholders’ Names and Addresses.  The Certificate Registrar shall furnish or cause to be furnished to the Owner Trustee, the Servicer or the Depositor, as the case may be, within 15 days after its receipt of a request therefor from the Owner Trustee, the Servicer or the Depositor in writing, a list, in such form as the Owner Trustee, the Servicer or the Depositor may reasonably require, of the names and addresses of the Certificateholders as of the most recent Record Date. If three or more Certificateholders or one or more Holders of Certificates evidencing, in the aggregate, not less than 25% of the Percentage Interest apply in writing to the Owner Trustee, and such application states that the applicants desire to communicate with other Certificateholders with respect to their rights under this Agreement or under the Certificates and such application is accompanied by a copy of the communication that such applicants propose to transmit, then the Owner Trustee shall, within five Business Days after the receipt of such application, afford such applicants access during normal business hours to the current list of Certificateholders. Each Holder, by receiving and holding a Certificate, shall be deemed to have agreed not to hold any of the Depositor, the Servicer, the Certificate Registrar or the Owner Trustee accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived.

ARTICLE IV

ACTIONS BY OWNER TRUSTEE OR THE CERTIFICATEHOLDERS

Section 4.01.      Prior Notice to the Certificateholders with Respect to Certain Matters.  With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction:

(a)      the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables);

(b)      the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Act);

12

(c)      the amendment of the Indenture, whether or not by a Supplemental Indenture, in circumstances where the consent of any Noteholder is required;

(d)      the amendment of the Indenture, whether or not by a Supplemental Indenture, in circumstances where the consent of any Noteholder is not required but such amendment materially adversely affects the interest of the Certificateholders;

(e)      the amendment, change or modification of the Administration Agreement, other than to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders;

(f)      (i) the appointment pursuant to the Indenture of a successor Note Registrar or Paying Agent, (ii) the appointment pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent, Indenture Trustee or Certificate Registrar to the assignment of its respective obligations under the Indenture or this Agreement, as applicable; or

(g)      the amendment of the Sale and Servicing Agreement in circumstances where the consent of any Noteholder is required.

Section 4.02.      Action by the Certificateholders with Respect to Certain Matters.  The Owner Trustee shall not have the power, except upon the direction of the Certificateholders, to (a) remove the Administrator pursuant to Section 8 of the Administration Agreement, (b) appoint a successor Administrator pursuant to Section 8 of the Administration Agreement, (c) remove the Servicer pursuant to Section 8.01 of the Sale and Servicing Agreement or (d) except as expressly provided in the Basic Documents, sell the Receivables after the termination of the Indenture.  The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the authorized representative of 100% of the Certificateholders.

Section 4.03.      Action with Respect to Bankruptcy.  The Trust shall not, without the prior written consent of the Owner Trustee and 100% of the Certificateholders, (i) institute any proceedings to adjudicate the Trust as bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iii) file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy with respect to the Trust, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of its property (v) make any assignment for the benefit of the Trust's creditors; (vi) cause the Trust to admit in writing its inability to pay its debts generally as they become due; or (vii) take any action in furtherance of any of the foregoing (any of the above foregoing actions, a "Bankruptcy Action").  In considering whether to give or withhold written consent to the Bankruptcy Action by the Trust, the Owner Trustee, with the consent of the Certificateholder, shall consider the interests of the Noteholders in addition to the interests of the Trust and whether the Trust is insolvent.  The Owner Trustee shall have no duty to give such written consent to Bankruptcy Action by the Trust if the Owner Trustee shall not have been furnished (at the expense of the Person that requested such letter be furnished to the Owner Trustee) a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the Trust is then insolvent.  The Owner Trustee shall not be personally liable to any Noteholder or Certificateholder on account of

13

the Owner Trustee's good faith reliance on the provisions of this Section and no Noteholder or Certificateholder shall have any claim for breach of fiduciary duty or otherwise against the Owner Trustee for withholding or granting its consent to any such Bankruptcy Action.

Section 4.04.      Restrictions on the Certificateholders’ Power.  The Certificateholders shall not direct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligations of the Trust or of the Owner Trustee under any of the Basic Documents or would be contrary to Section 2.03 nor shall the Owner Trustee be obligated to follow any such direction, if given.

Section 4.05.      Majority of the Certificates Control.  Except as otherwise expressly provided herein, any action that may be taken by the Certificateholders under this Agreement may be taken by the Holders of the Certificates evidencing not less than a majority of the Percentage Interest.  Except as expressly provided herein, any written notice of the Certificateholders delivered pursuant to this Agreement shall be effective if signed by Holders of the Certificates evidencing not less than a majority of the Percentage Interest at the time of the delivery of such notice.

ARTICLE V

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

Section 5.01.      [Reserved].

Section 5.02.      Application of Amounts in Trust Accounts.

(a)      For so long as any Notes are outstanding, on each Payment Date, the Indenture Trustee will distribute to the Certificateholders, on a pro rata basis, based on the Percentage Interests thereof, the amounts distributable thereto pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 of the Indenture.  From and after the date on which the Notes of all Classes have been paid in full, the Paying Agent shall distribute to the Certificateholders (i) amounts released to the Issuer pursuant to Sections 4.02 and 8.05(b) of the Indenture and Section 5.01(d) of the Sale and Servicing Agreement and (ii) amounts that are distributable to the Certificateholders in accordance with the instructions of the Servicer pursuant to Section 5.06 of the Sale and Servicing Agreement.

(b)      On each Payment Date, the Owner Trustee shall send to the Certificateholders the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.09 of the Sale and Servicing Agreement with respect to such Payment Date.

(c)      In the event that any withholding tax is imposed on the Trust’s distributions (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholders in accordance with this Section.  The Owner Trustee and Paying Agent (and the Indenture Trustee, to the extent the Indenture Trustee is then making distributions to Certificateholders) are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if

14

permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority.  If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Owner Trustee may, in its sole discretion, withhold such amounts in accordance with this paragraph (c).  In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any out-of-pocket expenses incurred in connection therewith.

Section 5.03.      Method of Payment.  Subject to Section 9.01(c), distributions required to be made to Certificateholders on any Payment Date shall be made to each Certificateholder of record on the related Record Date either by check mailed to such Certificateholder at the address of such holder appearing in the Certificate Register or by wire transfer, in immediately available funds, to the account of any Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided to the Certificate Registrar appropriate written instructions at least five Business Days prior to such Payment Date.

Section 5.04.      Accounting and Reports to the Noteholders, the Certificateholders, the Internal Revenue Service and Others.  The Administrator will (a) maintain (or cause to be maintained) the books of the Trust on a fiscal year basis or a calendar year basis on the accrual method of accounting, (b) deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule K-1s to an IRS Tax Form 1065, if the Trust is treated as a partnership) to enable each Certificateholder to prepare its federal and state income tax returns, including a copy of any applicable Servicer’s Certificates (as defined in the Sale and Servicing Agreement), (c) prepare (or cause to be prepared) and file any tax and information returns, and fulfill any other reporting requirements, relating to the Trust, as may be required by the Code and applicable Treasury Regulations (including Treasury Regulation Section 1.6049-7), including causing such tax and information returns to be signed in the manner required by law, (d) for any period during which the beneficial interests in the Trust are held by more than one person, make such elections as may from time to time be required or appropriate under any applicable state or federal statute or rule or regulation thereunder so as to maintain the Trust’s characterization as a partnership for federal income tax purposes, and (e) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.02(c) with respect to income or distributions to the Certificateholders.  The Administrator will make any elections as so directed by a majority of the Certificateholders; provided, however, that neither the Administrator nor any Certificateholder shall make any election to have the Trust treated as a corporation for federal, state or local income or franchise tax purposes.

Section 5.05.      Signature on Returns; Tax Matter Partner.

(a)      The Certificateholder shall sign the tax returns of the Trust on behalf of the Trust; provided, that if there is more than one Certificateholder, the tax returns of the Trust shall be signed by the Certificateholder that is the “tax matters partner” of the Trust under Section 5.05(b).

15

(b)      For any period during which the beneficial interests of the Trust are held by more than one Person, the Certificateholder holding Certificates evidencing the largest portion of the Certificates shall be designated the “tax matters partner” of the Trust pursuant to Section 6231(a)(7)(A) of the Code and applicable Treasury Regulations.

ARTICLE VI

AUTHORITY AND DUTIES OF OWNER TRUSTEE

Section 6.01.      General Authority.  The Owner Trustee is authorized and directed to execute and deliver, on behalf of the Trust, the Basic Documents to which the Trust is to be a party and each certificate or other document attached as an exhibit to or contemplated by the Basic Documents to which the Trust is to be a party and any amendment thereto, and, on behalf of the Trust, to direct the Indenture Trustee to authenticate and deliver Class A-1 Notes in the aggregate principal amount of $[__________], Class A-2 Notes in the aggregate principal amount of $[__________], Class A-3 Notes in the aggregate principal amount of $[__________], Class A-4 Notes in the aggregate principal amount of $[__________] and Class B Notes in the aggregate principal amount of $[__________].  In addition to the foregoing, the Owner Trustee is authorized, but shall not be obligated, to take all actions required of the Trust, pursuant to the Basic Documents.

Section 6.02.      General Duties.  It shall be the duty of the Owner Trustee to discharge (or cause to be discharged) all of its responsibilities pursuant to the terms of this Agreement and the Basic Documents to which the Trust is a party and to administer the Trust in accordance with the provisions hereof and of the Basic Documents and in the interest of the Certificateholders.  Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Owner Trustee hereunder or under any Basic Document, and the Owner Trustee shall not be held liable for the default or failure of the Administrator to carry out such obligations or fulfill such duties under the Administration Agreement.

Section 6.03.      Duties of Owner Trustee.

(a)      Subject to Article IV and in accordance with the terms of the Basic Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust.  Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV.

(b)      The Owner Trustee shall take such action or refrain from taking such action under this Agreement as it may be directed in writing by the Certificateholders from time to time; provided, however, that the Owner Trustee shall not be required to take or refrain from taking any such action if it shall have determined, or shall have been advised by counsel, that such performance is likely to involve the Owner Trustee in personal liability or is contrary to the terms of this Agreement or of any document contemplated hereby to which the Trust is a party or is otherwise contrary to law.  If at any time the Owner Trustee determines that it requires or desires guidance regarding the application of any provision of this Agreement or any other

16

document, then the Owner Trustee may deliver a notice to the Certificateholders requesting written instructions as to the course of action desired by the Certificateholders and such instructions shall constitute full and complete authorization and protection for actions taken by the Owner Trustee in reliance thereon.  If the Owner Trustee does not receive such instructions within five (5) Business Days after it has delivered to the Certificateholders such notice requesting instructions, or such shorter period of time as may be set forth in such notice, it shall refrain from taking any action with respect to the matters described in such notice. Each instruction delivered by the Certificateholders to the Owner Trustee shall certify to the Owner Trustee that any actions to be taken pursuant to such instruction comply with the terms of this Agreement and the Owner Trustee may rely on such certification and instruction without inquiry except to the extent it has actual knowledge to the contrary.

(c)      The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement.

(d)      The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement.

(e)      No provision of this Agreement shall be construed to relieve the Owner Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, its own bad faith or its own willful misfeasance; provided, however, that:

(i)      the duties and obligations of the Owner Trustee shall be determined solely by the express provisions of this Agreement, the Owner Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Owner Trustee, the permissive right of the Owner Trustee to do things enumerated in this Agreement and the Basic Documents shall not be construed as a duty and, in the absence of bad faith on the part of the Owner Trustee, the Owner Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Owner Trustee and conforming on their face to the requirements of this Agreement and the Basic Documents;

(ii)      the Owner Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Owner Trustee was grossly negligent in performing its duties in accordance with the terms of this Agreement and the Basic Documents;

(iii)      the Owner Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken in good faith in accordance with the direction of the Holders of the Certificates representing at least a majority of the Percentage Interest (or such larger or smaller percentage of the Percentage

17

Interest as may be required by any other provision of this Agreement or the other Basic Documents); and

(iv)      in no event shall the Owner Trustee be personally liable for (x) special consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the reasonable control of the Owner Trustee, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

(f)      The Owner Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(g)      All information obtained by the Owner Trustee regarding the Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Owner Trustee in confidence and shall not be disclosed to any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena.

(h)      The Owner Trustee shall provide prompt notice to Toyota Motor Credit Corporation and Toyota Auto Finance Receivables LLC (each, a “TMCC Party,” and together, the “TMCC Parties”) of all demands received by an officer in the Corporate Trust Services Department of the Owner Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable (each, a “Demand”).  If any such Demand is made in non-written form, the Owner Trustee shall request that such Demand be put into writing and delivered to it; provided, however, that the Owner Trustee shall notify the TMCC Parties regardless of whether any such Demand is made in writing.  The obligations of the Owner Trustee under the first two sentences of this Section 6.03(h) to notify the TMCC Parties of any such Demand made in non-written form shall not be applicable during such time as the interpretations of the requirements of the Repurchase Rules and Regulations (as defined below) explicitly require reporting by TMCC Parties solely with respect to Demands in written form.  The Owner Trustee shall, upon written request of either TMCC Party, provide notification to the TMCC Parties with respect to any actions taken by the Owner Trustee with respect to any such Demand received by the Owner Trustee in respect of any Receivables, such notifications to be provided by the Owner Trustee promptly after receipt by the Owner Trustee of such request but not more than once each calendar month or such other time frame as may be mutually agreed to by the Owner Trustee and the applicable TMCC Party.  The Owner Trustee and the Depositor acknowledge and agree that the purpose of this Section 6.03(h) is to facilitate compliance by the TMCC Parties with Rule 15Ga-1 under the Securities Exchange Act of 1934, as amended, and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”).  The Owner Trustee shall cooperate with reasonable written requests received by it from the TMCC

18

Parties to deliver any and all records and any other information in the possession of the Owner Trustee that is necessary in the good faith determination of the TMCC Parties to permit the TMCC Parties to comply with the provisions of Repurchase Rules and Regulations.  Subject to its duties explicitly set forth herein, the Owner Trustee shall not have any responsibility or liability in connection with the compliance of either TMCC Party or a securitizer with the Securities Exchange Act of 1934, as amended, or Regulation AB or any filing required to be made by a TMCC Party or a securitizer under the Securities Exchange Act of 1934, as amended, or Regulation AB.

Section 6.04.      No Duties Except as Specified in this Agreement or in Instructions.  The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any Basic Document to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement.  No implied duties or obligations shall be read into this Agreement or any Basic Document against the Owner Trustee, it being understood that, to the fullest extent permitted by law, any implied duties (including fiduciary duties) or liabilities otherwise existing at law or in equity with respect to the Trust are hereby eliminated and replaced with the express duties and obligations set forth in this Agreement.  The Owner Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or otherwise to perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Securities and Exchange Commission filing for the Trust or to record this Agreement or any Basic Document.  Notwithstanding anything to the contrary herein or in any Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Sarbanes-Oxley Act of 2002, to the extent permitted by applicable law.  The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Trust Estate that result from actions by, or claims against, the Owner Trustee that are not related to the ownership or the administration of the Trust Estate.

Section 6.05.      No Action Except Under Specified Documents or Instructions.  The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Trust Estate except (i) in accordance with the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (ii) in accordance with the Basic Documents and (iii) in accordance with any document or instruction delivered to the Owner Trustee pursuant to Section 6.03.

Section 6.06.      Restrictions.  The Owner Trustee shall not take any action (a) that is inconsistent with the purposes of the Trust set forth in Section 2.03 or (b) that, to the actual knowledge of a Responsible Officer of the Owner Trustee, (x) would result in the Trust’s becoming taxable as a corporation for federal income tax purposes or (y) affect the treatment of the Notes as indebtedness for federal or state income purpose.  The Certificateholders shall not have the authority to and, by acceptance of a beneficial interest in any Certificate shall thereby be deemed to have covenanted not to, direct the Owner Trustee to take any action that would violate the provisions of this Section.

19

ARTICLE VII

CONCERNING THE OWNER TRUSTEE

Section 7.01.      Rights of the Owner Trustee.  Except as otherwise provided in Article VI:

(a)      in accordance with Section 7.04, the Owner Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b)      the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator, as provided in the Administration Agreement or the Certificateholders, as provided herein;

(c)      the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or the other Basic Documents, or to institute, conduct or defend any litigation under this Agreement, or in relation to this Agreement or the other Basic Documents, at the request, order or direction of any of the Securityholders or any other Person, unless such Person shall have offered to the Owner Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby;

(d)      under no circumstances shall the Owner Trustee be liable for any representation, warranty, covenant or obligation of the Trust, or for any indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;

(e)      the Owner Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates representing not less than 25% of the Percentage Interest; provided, however, that if the payment within a reasonable time to the Owner Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Owner Trustee, not reasonably assured to the Owner Trustee by the security afforded to it by the terms of this Agreement, the Owner Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Owner Trustee shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors; and

(f)      the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Servicer, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to supervise or perform the obligations of the Trust under the Basic Documents that are required to be

20

performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement.

Section 7.02.      Furnishing of Documents.  The Owner Trustee shall furnish (a) to the Certificateholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Basic Documents and (b) to Noteholders promptly upon written request therefor, copies of the Sale and Servicing Agreement, the Administration Agreement and the Trust Agreement.

Section 7.03.      Representations and Warranties.  The Owner Trustee hereby represents and warrants to the Depositor and for the benefit of the Certificateholders, that:

i. It is a [__________] duly organized and validly existing and in good standing under the laws of [__________].  It has full power, authority and right to execute, deliver and perform its obligations under this Agreement and each other Basic Document.

ii. It has taken all corporate action necessary to authorize the execution and delivery of this Agreement and each other Basic Document, and this Agreement and each other Basic Document has been executed and delivered by one of its officers duly authorized to execute and deliver this Agreement and each other Basic Document on its behalf.

iii. This Agreement constitutes the legal, valid and binding obligation of the Owner Trustee, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

iv. It is authorized to exercise trust powers in the State of Delaware as and to the extent contemplated herein and it has a principal place of business in the State of Delaware.

v. Neither the execution nor the delivery by it of this Agreement nor the consummation by the Owner Trustee of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any federal or Delaware law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

vi. There are no proceedings or investigations pending or, to the Owner Trustee's actual knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Owner Trustee or its properties: (a) asserting the invalidity of this Agreement

21

or (b) seeking any determination or ruling that might materially and adversely affect the performance by the Owner Trustee of its obligations under, or the validity or enforceability of, this Agreement and each other Basic Document to which it is a party.

Section 7.04.      Reliance; Advice of Counsel.

(a)      The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond, or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect.  As to any fact or matter the method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other authorized officers or agents of the relevant party, as to such fact or matter and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

(b)      In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under the Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Owner Trustee shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee in good faith, and (ii) may consult with counsel, accountants and other skilled persons to be selected in good faith and employed by it.  The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other such persons and not contrary to this Agreement or any Basic Document.

Section 7.05.      Not Acting in Individual Capacity.  In accepting the trusts hereby created, [__________], acts solely as Owner Trustee hereunder and not in its individual capacity.  Except with respect to a claim based on the failure of the Owner Trustee to perform its duties under this Agreement or based on the Owner Trustee's willful misconduct, bad faith or gross negligence, no recourse shall be had for any claim based on any provision of this Agreement, the Notes or the Certificates, or based on rights obtained through the assignment of any of the foregoing, against the institution serving as the Owner Trustee in its individual capacity.  The Owner Trustee shall not have any personal obligation, liability or duty whatsoever to any Securityholder or any other Person with respect to any such claim, and any such claim shall be asserted solely against the Trust or any indemnitor who shall furnish indemnity as provided in this Indenture.

Section 7.06.      Owner Trustee Not Liable for the Certificates or Receivables.  The Owner Trustee makes no representations as to the validity or sufficiency of this Agreement or of the Certificates or of the Notes (other than the execution by the Owner Trustee on behalf of the Trust of, and the certificate of authentication on, the Certificates).  The Owner Trustee shall have no obligation to perform any of the duties of or to monitor the performance by the Trust, the Servicer, the Indenture Trustee, the Administrator or any other Person.

22

The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of the Certificates, the Notes, or any Receivable, any ownership interest in any Financed Vehicle, or the maintenance of any such ownership interest, or for or with respect to the efficacy of the Trust or its ability to generate the payments to be distributed to Securityholders under this Agreement and the Indenture, including without limitation the validity of the assignment of the Receivables to the Trust or of any intervening assignment; the existence, condition, location and ownership of any Receivable or Financed Vehicle; the existence and enforceability of any Insurance Policy; the existence and contents of any retail installment sales contract or any computer or other record thereof; the completeness of any retail installment sales contract; the performance or enforcement of any retail installment sales contract; the compliance by the Trust with any covenant or the breach by the Trust of any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation prior to the Owner Trustee's receipt of notice or other discovery of any noncompliance therewith or any breach thereof; the acts or omissions of the Trust or the Servicer; or any action by the Owner Trustee taken at the instruction of the Certificateholders; provided, however, that the foregoing shall not relieve the Owner Trustee of its obligation to perform its duties under this Agreement.

The Owner Trustee shall not be accountable for:  (i) the use or application by the Depositor of the proceeds of the sale of the Notes; (ii) the use or application by the Certificateholders of the Certificates or the proceeds of the Certificates; (iii) the use or application by the holder of any Notes of any of the Notes or of the proceeds of such Notes; or (iv) the use or application of any funds paid to the Servicer in accordance with the Sale and Servicing Agreement.

Section 7.07.      Owner Trustee May Own Certificates and Notes.  The Owner Trustee in its individual or any other capacity (but not in its fiduciary capacity), may become the owner or pledgee of Certificates or Notes and may deal with the Depositor, the Company, the Administrator, the Indenture Trustee and the Servicer in banking or other transactions with the same rights as it would have if it were not Owner Trustee.

Section 7.08.      Trust Licenses.  Pursuant to Section 1(b) of the Administration Agreement, the Administrator will cause the Trust to use its best efforts to maintain the effectiveness of all licenses required to be held by the Trust under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in this Agreement and the Basic Documents and the transactions contemplated hereby and thereby until such time as the Trust shall terminate in accordance with the terms hereof.

ARTICLE VIII

COMPENSATION OF OWNER TRUSTEE

Section 8.01.      Owner Trustee’s Fees and Expenses.  The Trust shall pay or shall cause the Servicer to pay to the Owner Trustee from time to time compensation for its services as have been separately agreed upon before the date hereof, and the Owner Trustee shall be entitled to be

23

reimbursed by the Servicer or the Administrator, as the case may be, for its other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and its duties hereunder.

Section 8.02.      Indemnification.  Pursuant to the terms of the Administration Agreement and the following provisions, the Administrator will reimburse the Owner Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services.  Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Owner Trustee’s agents, counsel, accountants and experts directly related to its services hereunder (“Expenses”).  The Administrator will indemnify or will cause the Servicer to indemnify the Owner Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees) incurred by it in connection with the administration of the Trust and the performance of its duties hereunder.  The Owner Trustee shall notify the Administrator and the Servicer promptly of any claim for which it may seek indemnity.  Failure by the Owner Trustee to so notify the Administrator and the Servicer shall not relieve the Administrator or the Servicer of its obligations hereunder, except to the extent such failure shall adversely affect the Administrator’s or the Servicer’s defenses in respect thereof.  In case any such action is brought against the Owner Trustee under this Section 8.02 and it notifies the Administrator of the commencement thereof, the Administrator will assume the defense thereof, with counsel reasonably satisfactory to the Owner Trustee (who may, unless there is, as evidenced by an opinion of counsel to the Owner Trustee stating that there is an unwaivable conflict of interest, be counsel to the Administrator), and the Administrator will not be liable to the Owner Trustee under this Section for any legal or other expenses subsequently incurred by the Owner Trustee in connection with the defense thereof, other than reasonable costs of investigation.  Neither the Administrator nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Owner Trustee through the Owner Trustee’s own willful misconduct, gross negligence or bad faith.  The provisions of this Section 8.02 shall survive the termination of this Agreement and the resignation or removal of the Owner Trustee.

Section 8.03.      Payments to the Owner Trustee.  Any amounts paid to the Owner Trustee pursuant to this Article VIII from assets in the Trust Estate shall be deemed not to be a part of the Trust Estate immediately after such payment.

ARTICLE IX

TERMINATION OF TRUST AGREEMENT

Section 9.01.      Termination of Trust Agreement.

(a)      The Trust shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Act, upon the earliest of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Trust Estate and the final distribution by the Paying Agent of all moneys or other property or proceeds of the Trust Estate held by it in accordance with the terms of this Agreement, the Indenture and the Sale and Servicing Agreement (including, but not limited to, any property and proceeds to be deposited in the Collection Account pursuant to the

24

terms of the Sale and Servicing Agreement or to be released by the Indenture Trustee from the Lien of the Indenture pursuant to the terms of the Indenture) or (ii) the payment or distribution to all Securityholders of all amounts required to be paid to them under the Sale and Servicing Agreement and the Indenture.  The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust Estate, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto.

(b)      Except as provided in Section 9.01(a), the Certificateholder shall not be entitled to revoke or terminate the Trust.

(c)      Notice of any dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent for payment of the final distributions and cancellation, shall be given by the Owner Trustee to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and Servicing Agreement, stating (i) the Payment Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment to be made on such Payment Date will be made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified.  The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to the Certificateholders.  Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02.

In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto.  If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement.  Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor.

(d)      Upon the completion of the winding up of the Trust, including the payment or reasonable provision for payment of all claims and obligations in accordance with Section 3808 of the Statutory Trust Act by the Administrator, the Owner Trustee shall, at the direction and expense of the Administrator, file a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.

25

ARTICLE X

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Section 10.01.      Eligibility Requirements for Owner Trustee.  The Owner Trustee shall at all times be an entity having a combined capital and surplus of at least $50,000,000, be subject to supervision or examination by federal or state authorities and be authorized to exercise trust powers in the State of Delaware.  If such entity shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section 10.01, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  In case at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section, the Owner Trustee shall resign immediately in the manner and with the effect specified in Section 10.02.

Section 10.02.      Resignation or Removal of Owner Trustee.  The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer and the Indenture Trustee.  Upon receiving such notice of resignation, the Servicer will promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which shall be delivered to each of the resigning Owner Trustee and the successor Owner Trustee.  If no successor Owner Trustee shall have been so appointed or shall not have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee.

If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign promptly, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Owner Trustee by written instrument to such effect delivered to the Owner Trustee, the Depositor and the Indenture Trustee. If the Administrator removes the Owner Trustee under the authority of the immediately preceding sentence, the Servicer will promptly appoint a successor Owner Trustee by written instrument in duplicate, one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and the successor Owner Trustee and shall pay or cause to be paid all fees, expenses and other compensation then owed to the outgoing Owner Trustee.

Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.  The Administrator will provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Section 10.03.      Successor Owner Trustee.  Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrator and to its

26

predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee.  The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, and obligations.

No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall meet the criteria for eligibility set forth in Section 10.01.

Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator will mail notice of the successor of such Owner Trustee to the Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.  If the Administrator fails to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Section 10.04.      Merger or Consolidation of Owner Trustee.  Any corporation into which the Owner Trustee may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Owner Trustee shall be the successor of the Owner Trustee hereunder, provided such corporation shall be eligible pursuant to Section 10.01, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, further, that the Owner Trustee shall mail notice of such merger or consolidation to the Depositor and the Administrator.  The Administrator will provide notice of such merger or consolidation to the Rating Agencies.

Section 10.05.      Appointment of Co-Trustee or Separate Trustee.  Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable.  If the Administrator shall not have joined in such appointment within 25 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment.  No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a trustee pursuant to Section 10.01

27

and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03.

Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provision and conditions:

(i)      all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties, and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee;

(ii)      no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and

(iii)      the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee.

Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as if given to each of them.  Each separate trustee and co-trustee, upon its acceptance of the powers and duties conferred thereto under this Agreement, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee.  Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator.

Section 10.06.      Power of Attorney for Co-Trustee or Separate Trustee.  Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.  If any separate trustee or co trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

ARTICLE XI

MISCELLANEOUS

Section 11.01.      Supplements and Amendments.  This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and

28

without the consent of any of the Noteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or (ii) the Rating Agency Condition has been satisfied in respect of such proposed amendment.

This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and with the consent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of the Notes evidencing at least a majority of the outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement.

No amendment otherwise permitted under this Section 11.01 may (x) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions required to be made for the benefit of any Noteholders or Certificateholders without the consent of all Noteholders and Certificateholders adversely affected thereby, or (y) reduce the percentage of the Notes or Certificates which are required to consent to any such amendment without the consent of the Noteholders and Certficateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment.  No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder whose consent was not obtained.

Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator and the Administrator shall provide such notification to each of the Rating Agencies.

It shall not be necessary for the consent of the Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.  The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe.

Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State.

29

Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator or an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement.  The Owner Trustee shall not be obligated to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Section 11.02.      No Legal Title to Trust Estate in the Certificateholders.  The Certificateholders shall not have legal title to any part of the Trust Estate.  The Certificateholders shall be entitled to receive distributions with respect to their fractional undivided beneficial interest therein only in accordance with Articles V and IX.  No transfer, by operation of law or otherwise, of any right, title, or interest of the Certificateholders to and in their ownership interest in the Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Trust Estate.

Section 11.03.      Limitations on Rights of Others.  Except for Section 2.06, the provisions of this Agreement are solely for the benefit of the Owner Trustee, the Depositor, TMCC (as Servicer), the Certificateholders, the Administrator and, to the extent expressly provided herein the Indenture Trustee and the Noteholders, and nothing in this Agreement, (other than Section 2.06), whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

Section 11.04.      Notices.

(a)      Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and shall be deemed given upon receipt by the intended recipient or three Business Days after mailing if mailed by certified mail, postage prepaid (except that notice to the Owner Trustee shall be deemed given only upon actual receipt by the Owner Trustee), if to the Owner Trustee, addressed to the Corporate Trust Office; if to the Depositor, addressed to Toyota Auto Finance Receivables LLC, 19851 South Western Avenue NF 10, Torrance, California 90501, Attention: President; if, to the Trust, addressed to Toyota Auto Receivables 20[__]-[__] Owner Trust, c/o [__________], Attention: [__________], with a copy to Toyota Motor Credit Corporation, 19001 South Western Avenue EF 12, Torrance, California 90501, Attention: General Counsel; or, as to each party, at such other address as shall be designated by such party in a written notice to each other party.

(b)      Any notice required or permitted to be given a Certificateholder shall be given by first-class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register.  Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.

Section 11.05.      Severability.  If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid or unenforceable in any jurisdiction, then such covenants, agreements, provisions or terms shall be deemed severable

30

from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.

Section 11.06.      Counterparts.  This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed to be an original, and all of which shall constitute but one and the same instrument.

Section 11.07.      Successors and Assigns.  All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the Depositor, the Owner Trustee, and its successors and each Certificateholder and its successors and permitted assigns, all as herein provided.  Any request, notice, direction, consent, waiver or other instrument or action by a Certificateholder shall bind the successors and assigns of such Certificateholder.

Section 11.08.      No Petition.  To the fullest extent permitted  by law, each of the parties hereto, by entering into this Agreement hereby covenants and agrees, and the Indenture Trustee and each Certificateholder and Noteholder by accepting a Certificate or accepting the benefits of this Agreement, as the case may be, are each deemed to covenant and agree, that it shall not at any time acquiesce, petition or otherwise invoke or cause the Issuer or the Depositor to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Trust or the Depositor under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Trust or the Depositor, as the case may be, or any substantial part of its property, or, except as expressly set forth herein, ordering the winding up or liquidation of the affairs of the Trust or the Depositor, in connection with any obligations relating to the Notes, the Certificates, this Agreement or any of the Basic Documents prior to the date that is one year and one day after the date on which the Indenture is terminated.  This Section 11.08 shall survive the termination of this Agreement.

Section 11.09.      No Recourse.  Each Certificateholder by accepting an interest in a Certificate acknowledges that such Certificates represent beneficial interests in the Trust only and do not represent interests in or obligations of the Depositor, TMCC (in any capacity), the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in the Certificates or the Basic Documents.

Section 11.10.      Headings.  The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 11.11.      Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

31

Section 11.12.      TMCC Payment Obligation.  The parties hereto acknowledge and agree that, pursuant to the Sale and Servicing Agreement and the following provisions, the Servicer will be responsible for payment of the Administrator’s fees under the Administration Agreement and will reimburse the Administrator for all expenses and liabilities of the Administrator incurred thereunder.  In addition, the parties hereto acknowledge and agree that, pursuant to the Sale and Servicing Agreement and the following provisions, the Servicer will be responsible for the payment of all fees and expenses of the Trust, the Owner Trustee and the Indenture Trustee paid by any of them in connection with any of their obligations under the Basic Documents to obtain or maintain any license required to be held by the Trust under the laws of any jurisdiction in connection with ownership of the Receivables.

ARTICLE XII

COMPLIANCE WITH REGULATION AB

Section 12.01.      Intent of the Parties; Reasonableness.  The Depositor and the Owner Trustee acknowledge and agree that the purpose of Article XII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission.

Neither the Depositor nor the Owner Trustee shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act).  The Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.  In connection therewith, the Owner Trustee shall cooperate fully with the Depositor to deliver to the Depositor (including any of its assignees or designees), any and all statements, reports, certifications, records, attestations, and any other information necessary in the good faith determination of the Depositor, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Owner Trustee or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance.

32

IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

TOYOTA AUTO FINANCE RECEIVABLES LLC, as Depositor

By:        ____________________________________

Name:

Title:

[__________], as Owner Trustee

By:        ____________________________________

Name:

Title:

S-1

Acknowledged by:

TOYOTA MOTOR CREDIT CORPORATION,

as Servicer and Administrator

By:        ____________________________________

Name:

Title:

S-2

EXHIBIT A

FORM OF ASSET-BACKED CERTIFICATE

THIS CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE DEPOSITOR, THE OWNER TRUSTEE, THE SERVICER, THE ADMINISTRATOR, TMCC, TAFR LLC OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE TRUST AGREEMENT.

EACH PURCHASER AND TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT IS NOT ACQUIRING THE CERTIFICATE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO A LAW SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE.

NUMBER R-1

TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST

ASSET-BACKED CERTIFICATE

THIS CERTIFIES THAT TOYOTA AUTO FINANCE RECEIVABLES LLC is the registered owner of 100% of the nonassessable, fully-paid, fractional undivided beneficial interest in Toyota Auto Receivables 20[__]-[__] Owner Trust (the “Trust”) formed by TAFR LLC.

The Trust was created pursuant to a Trust Agreement, dated as of [________], 20[__] (as amended and supplemented, including the Amended and Restated Trust Agreement dated as of [________], 20[__], the “Trust Agreement”), between Toyota Auto Finance Receivables LLC, as depositor (the “Depositor”), and [__________], a [__________], as Owner Trustee (the “Owner Trustee”), a summary of certain of the pertinent provisions of which is set forth below.  Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in the Trust Agreement, the Sale and Servicing Agreement, dated as of [________], 20[__] (the “Sale and Servicing Agreement”), among the Trust, the Depositor and TMCC, as servicer (the

A-1

“Servicer”), or the Indenture, dated as of [________], 20[__] (the “Indenture”), among the Trust and [__________], as indenture trustee (the “Indenture Trustee”), as the case may be.

This Certificate is one of the duly authorized Certificates designated as “Asset Backed Certificates” (the “Certificates”) issued pursuant to the Trust Agreement.  Certain debt instruments evidencing obligations of the Trust have been issued under the Indenture, consisting of Notes designated as “[____]% Asset Backed Notes, Class A-1,” “[____]% Asset Backed Notes, Class A-2,” “[____]% Asset Backed Notes, Class A-3,” “[____]% Asset Backed Notes, Class A-4” and “[____]% Asset Backed Notes, Class B” (collectively, the “Notes”).  This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement.  The holder of this Certificate, by virtue of its acceptance hereof, assents to and is bound by all of the provisions of the Trust Agreement.

The property of the Trust includes a pool of retail installment sales contracts secured by new and used automobiles, minivans, sport utility vehicles and light duty trucks (the "Receivables"), all monies due thereunder and received after the Cutoff Date, security interests in the vehicles financed thereby, certain bank accounts and the proceeds thereof, proceeds from claims on certain insurance policies and certain other rights under the Trust Agreement and the Sale and Servicing Agreement and all proceeds of the foregoing.

It is the intent of the Depositor, TMCC and the Certificateholders that, for purposes of federal income tax, state and local income tax, any state single business tax and any other income taxes, the Trust will be treated as a division or branch of the Person holding the beneficial interests in the Trust for any period during which the beneficial interests in the Trust are held by one person, and will be treated as a partnership, and the Certificateholders will be treated as partners in that partnership, for any period during which the beneficial interests in the Trust are held by more than one person.  For any such period during which the beneficial interests in the Trust are held by more than one person, each Certificateholder, by acceptance of a Certificate or any beneficial interest on a Certificate, agrees to treat, and to take no action inconsistent with the treatment of, the Certificates as partnership interests in the Trust for such tax purposes.

Under the Trust Agreement, there will be distributed to the Holder hereof on the 15th day of each month or, if such 15th day is not a Business Day, the next Business Day, (each, a “Payment Date”), commencing in [________] 20[__], the amounts to be distributed to Certificateholder on such Payment Date in respect of amounts distributable to the Certificateholder pursuant to Section 5.06 of the Sale and Servicing Agreement.

The holder of this Certificate acknowledges and agrees that its rights to receive distributions in respect of this Certificate are subordinated to the rights of the Noteholders, as described in the Sale and Servicing Agreement and the Indenture.

Distributions on this Certificate will be made as provided in the Trust Agreement by the Paying Agent by wire transfer or check mailed to the Certificateholder without the presentation or surrender of this Certificate or the making of any notation hereon.  Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Owner Trustee of the pendency of such

A-2

distribution and only upon presentation and surrender of this Certificate at the office or agency of the Paying Agent designated in such notice.

Each Certificateholder, by its acceptance of a Certificate or any beneficial interest in a Certificate, covenants and agrees that such Certificateholder will not at any time institute against the Depositor or the Trust, or join in any institution against the Depositor or the Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States, federal or state bankruptcy or similar law in connection with any obligations relating to the Certificates, the Notes, the Trust Agreement or any of the Basic Documents.

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee or an authenticating agent, by manual signature, this Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or the Sale and Servicing Agreement or be valid for any purpose.

THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

A-3

IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual capacity, has caused this Certificate to be duly executed.

TOYOTA AUTO RECEIVABLES 20[__]-[__]

OWNER TRUST

By: [__________], not in its individual capacity but solely as Owner Trustee

By:           _________________________________

Authorized Signatory

Dated:  [________], 20[__]

A-4

OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is the Certificate referred to in the within-mentioned Trust Agreement.

[__________], not in its individual capacity but solely as Owner Trustee

By:           _________________________________

Authorized Signatory

A-5

(REVERSE OF CERTIFICATE)

The holder of this Certificate, by accepting an interest in this Certificate, acknowledges that this Certificate represents a beneficial interest in the Trust only and does not represent any interest in or obligation of the Depositor, TMCC (in any capacity), the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Certificate or the Basic Documents.  In addition, this Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections with respect to the Receivables (and certain other amounts), all as more specifically set forth herein and in the Sale and Servicing Agreement.  A copy of each of the Sale and Servicing Agreement and the Trust Agreement may be examined during normal business hours at the principal office of the Depositor, and at such other places, if any, designated by the Depositor, by the Certificateholder upon written request.

As provided in the Trust Agreement, and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained by the Owner Trustee, accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate interest in the Trust will be issued to the designated transferee or transferees. The initial Certificate Registrar appointed under the Trust Agreement is [__________].

The Owner Trustee, the Certificate Registrar and any agent of the Owner Trustee or the Certificate Registrar may treat the person in whose name this Certificate is registered as the owner hereof for all purposes and none of the Owner Trustee, the Certificate Registrar or any such agent shall be affected by any notice to the contrary.

The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in the Trust Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the Trust Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, that either (i) an Officer’s Certificate has been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that any such amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder or (ii) the Rating Agency Condition has been satisfied in respect of any such amendment.

The Trust Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies and with the consent of the Indenture Trustee and with the consent of:

A-6

(i)           if the interests of the Noteholders are materially and adversely affected, the Holders of Notes evidencing at least a majority of the outstanding principal amount of the Controlling Class of Notes, acting together as a single; and

(ii)           if the interests of the Certificateholders are materially and adversely affected, the Holders of the Certificates evidencing not less than a majority of the Percentage Interest;

for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under the Trust Agreement.

No amendment otherwise permitted under Section 11.01 of the Trust Agreement may (x) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions required to be made for the benefit of any Noteholders or Certificateholders without the consent of all Noteholders and Certificateholders adversely affected thereby, or (y) reduce the percentage of the Notes or Certificates which are required to consent to any such amendment without the consent of the Noteholders and Certficateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above will be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment.  No amendment referred to in clause (x) in the immediately preceding sentence will be permitted unless an Officer’s Certificate has been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder whose consent was not obtained.

The obligations and responsibilities created by the Trust Agreement and the Trust created thereby shall terminate upon the payment to the Certificateholder of all amounts required to be paid to it pursuant to the Trust Agreement and the Sale and Servicing Agreement and the disposition of all property held as part of the Trust Estate.  TMCC, as servicer of the Receivables under the Sale and Servicing Agreement, or any successor servicer, may at its option purchase the Trust Estate at a price specified in the Sale and Servicing Agreement, and any such purchase of the Receivables and other property of the Trust will effect early retirement of the Certificate; however, such right of purchase is exercisable only after the last day of the Collection Period as of which the Pool Balance is less than or equal to 5% of the Original Pool Balance.

A-7

ASSIGNMENT

Social Security or taxpayer I.D.  or other identifying number of assignee:__________________

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto:

____________________________________________________________________________

(name and address of assignee)

the within Certificate, and all rights thereunder, hereby irrevocably constituting and appointing

______________________, attorney, to transfer said Certificate on the books of the Certificate Registrar, with full power of substitution in the premises.

Dated:                                */

Signature Guaranteed:

__________________*/

*/NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Certificate in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company.

A-8

EXHIBIT B

FORM OF TRANSFEREE REPRESENTATION LETTER

Toyota Auto Receivables 20[__]-[__] Owner Trust

c/o [__________],

not in its individual capacity but solely as Owner Trustee

[__________]

[__________]

Attention: [__________]

[__________],

as Certificate Registrar

[__________]

[__________]

Attention: [__________]

Re:  Transfer of Toyota Auto Receivables 20[__]-[__] Owner Trust Certificates, (the “Certificates”)

Ladies and Gentlemen:

This letter is delivered pursuant to Section 3.03 of the Amended and Restated Trust Agreement, dated as of [________], 20[__] (the “Trust Agreement”), between Toyota Auto Finance Receivables LLC, as Depositor, and [__________], as Owner Trustee (the “Owner Trustee”), in connection with the transfer by ________________ (the “Seller”) to the undersigned (the “Purchaser”) of the Certificates, a copy of which are attached hereto. Capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in the Trust Agreement.

In connection with such transfer, the undersigned hereby represents and warrants to you and the addressees hereof as follows:

1.      I am not a Non-U.S. Person as defined in the Trust Agreement; and

2.      I am not (i) an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which is subject to the provisions of Title I of ERISA, (ii) a “plan” described in and subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), (iii) an entity whose underlying assets include “plan assets” by reason of an employee benefit plan’s or plan’s investment in the entity, or (iv) any other employee benefit plan that is subject to a law that is similar to the fiduciary responsibility or prohibited transaction provisions of ERISA or Section 4975 of the Code.

Signature appears on next page.

B-1

IN WITNESS WHEREOF, the Purchaser hereby executes this Transferee Representation Letter on the ___ day of  ___________.

Very truly yours,

The Purchaser

B-2

EXHIBIT C

FORM OF TRANSFEROR REPRESENTATION LETTER

Toyota Auto Receivables 20[__]-[__] Owner Trust

c/o [__________],

not in its individual capacity but solely as Owner Trustee

[__________]

[__________]

Attention: [__________]

[__________],

as Certificate Registrar

[__________]

[__________]

Attention: [__________]

Re:  Transfer of Toyota Auto Receivables 20[__]-[__] Owner Trust Certificates, (the “Certificates”)

Ladies and Gentlemen:

This letter is delivered pursuant to Section 3.03 of the Amended and Restated Trust Agreement, dated as of [________], 20[__] (the “Trust Agreement”), between Toyota Auto Finance Receivables LLC, as Depositor, and [__________], as Owner Trustee (the “Owner Trustee”), in connection with the transfer by ______________________ (the “Purchaser”) to the undersigned (the “Seller”) of the Certificates, a copy of which are attached hereto. Capitalized terms used and not otherwise defined herein have the meanings ascribed thereto in the Trust Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that:

1. The Transferor is the lawful owner of the Transferred Certificates with the full right to transfer such Certificates free from any and all claims and encumbrances whatsoever.

2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of any Transferred Certificate, any interest in any Transferred Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of any Transferred Certificate, any interest in any Transferred Certificate or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to any Transferred Certificate, any interest in any Transferred Certificate or any other similar security with any person in any manner, (d) made any general solicitation by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of any Transferred Certificate under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of any Transferred Certificate a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of any Transferred Certificate pursuant to the Securities Act or any state securities laws.

Very truly yours,

(Transferor)

By:

C-1

EX-4.2

Exhibit 4.2

INDENTURE

______________________________________________________________

between

TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST,

as Issuer,

and

[__________],

as Indenture Trustee and

Securities Intermediary

______________________________________________________

Dated as of [________], 20[__]

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS AND INCORPORATION BY REFERENCE	2
SECTION 1.01	Definitions	2
SECTION 1.02	Usage of Terms	7
SECTION 1.03	Incorporation by Reference of Trust Indenture Act	7
ARTICLE II	THE NOTES	7
SECTION 2.01	Form	7
SECTION 2.02	Execution, Authentication and Delivery	8
SECTION 2.03	Temporary Notes	8
SECTION 2.04	Registration; Registration of Transfer and Exchange	9
SECTION 2.05	Mutilated, Destroyed, Lost or Stolen Notes	10
SECTION 2.06	Persons Deemed Owners	11
SECTION 2.07	Payments of Principal and Interest	11
SECTION 2.08	Cancellation	12
SECTION 2.09	Release of Collateral	12
SECTION 2.10	Book-Entry Notes	12
SECTION 2.11	Notices to Clearing Agency	13
SECTION 2.12	Definitive Notes	13
SECTION 2.13	Tax Treatment	14
ARTICLE III	COVENANTS	14
SECTION 3.01	Payments to Noteholders, Certificateholder, Servicer and Seller	14
SECTION 3.02	Maintenance of Office or Agency	15
SECTION 3.03	Money for Payments To Be Held in Trust	15
SECTION 3.04	Existence	16
SECTION 3.05	Protection of Trust Estate	17
SECTION 3.06	Opinions as to Trust Estate	17
SECTION 3.07	Performance of Obligations; Servicing of Receivables	17
SECTION 3.08	Negative Covenants	19
SECTION 3.09	Annual Statement as to Compliance	20
SECTION 3.10	Issuer May Consolidate, etc., Only on Certain Terms	21

i

SECTION 3.11	Successor or Transferee	22
SECTION 3.12	No Other Business	23
SECTION 3.13	No Borrowing	23
SECTION 3.14	Servicer’s Notice Obligations	23
SECTION 3.15	Guarantees, Loans, Advances and Other Liabilities	23
SECTION 3.16	Capital Expenditures	23
SECTION 3.17	Removal of Administrator	23
SECTION 3.18	Restricted Payments	24
SECTION 3.19	Notice of Events of Default	24
SECTION 3.20	Further Instruments and Actions	24
SECTION 3.21	Perfection Representations, Warranties and Covenants	24
ARTICLE IV	SATISFACTION AND DISCHARGE	24
SECTION 4.01	Satisfaction and Discharge of Indenture	25
SECTION 4.02	Application of Trust Money	25
SECTION 4.03	Repayment of Moneys Held by Paying Agent	26
ARTICLE V	REMEDIES	26
SECTION 5.01	Events of Default	26
SECTION 5.02	Acceleration of Maturity; Rescission and Annulment	28
SECTION 5.03	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	29
SECTION 5.04	Remedies; Priorities	31
SECTION 5.05	Optional Preservation of the Receivables	32
SECTION 5.06	Limitation of Suits	32
SECTION 5.07	Unconditional Rights of Noteholders To Receive Principal and Interest	33
SECTION 5.08	Restoration of Rights and Remedies	33
SECTION 5.09	Rights and Remedies Cumulative	33
SECTION 5.10	Delay or Omission Not a Waiver	33
SECTION 5.11	Control by Noteholders	33
SECTION 5.12	Waiver of Past Defaults	34
SECTION 5.13	Undertaking for Costs	34

ii

SECTION 5.14	Waiver of Stay or Extension Laws	35
SECTION 5.15	Action on Notes	35
SECTION 5.16	Performance and Enforcement of Certain Obligations	35
ARTICLE VI	THE INDENTURE TRUSTEE	36
SECTION 6.01	Duties of Indenture Trustee	36
SECTION 6.02	Rights of Indenture Trustee	37
SECTION 6.03	Individual Rights of Indenture Trustee	38
SECTION 6.04	Indenture Trustee’s Disclaimer	38
SECTION 6.05	Notice of Defaults	39
SECTION 6.06	Reports by Indenture Trustee to Holders	39
SECTION 6.07	Compensation and Indemnity	39
SECTION 6.08	Replacement of Indenture Trustee	40
SECTION 6.09	Successor Indenture Trustee by Merger	41
SECTION 6.10	Appointment of Co-Indenture Trustee or Separate Indenture Trustee	41
SECTION 6.11	Eligibility; Disqualification	43
SECTION 6.12	Preferential Collection of Claims Against Issuer	43
SECTION 6.13	Indenture Trustee as Paying Agent, Note Registrar and Securities Intermediary	43
SECTION 6.14	Representations and Warranties of the Indenture Trustee	43
ARTICLE VII	NOTEHOLDERS’ LISTS AND REPORTS	44
SECTION 7.01	Note Registrar To Furnish Names and Addresses of Noteholders	44
SECTION 7.02	Preservation of Information; Communications to Noteholders	44
SECTION 7.03	Reports by Issuer	46
SECTION 7.04	Reports by Indenture Trustee	46
ARTICLE VIII	ACCOUNTS, DISBURSEMENTS AND RELEASES	46
SECTION 8.01	Collection of Money	47
SECTION 8.02	Trust Accounts	47
SECTION 8.03	[Reserved]	47

iii

SECTION 8.04	General Provisions Regarding Accounts	47
SECTION 8.05	Release of Trust Estate	49
SECTION 8.06	Opinion of Counsel	49
ARTICLE IX	SUPPLEMENTAL INDENTURES	49
SECTION 9.01	Supplemental Indentures Without Consent of Noteholders	49
SECTION 9.02	Supplemental Indentures with Consent of Noteholders	50
SECTION 9.03	Limitations on Supplemental Indentures	51
SECTION 9.04	Execution of Supplemental Indentures	52
SECTION 9.05	Effect of Supplemental Indenture	52
SECTION 9.06	Conformity with Trust Indenture Act	52
SECTION 9.07	Reference in Notes to Supplemental Indentures	53
ARTICLE X	TERMINATION OF THE TRUST	53
SECTION 10.01	Termination of the Trusts Created by Indenture	53
SECTION 10.02	Optional Purchase of All Receivables	54
ARTICLE XI	MISCELLANEOUS	54
SECTION 11.01	Compliance Certificates and Opinions, etc	54
SECTION 11.02	Form of Documents Delivered to Indenture Trustee	55
SECTION 11.03	Acts of Noteholders	56
SECTION 11.04	Notices, etc., to Indenture Trustee, Issuer, Administrator and Rating Agencies	57
SECTION 11.05	Notices to Noteholders; Waiver	58
SECTION 11.06	Alternate Payment and Notice Provisions	58
SECTION 11.07	Conflict with Trust Indenture Act	58
SECTION 11.08	Effect of Headings and Table of Contents	59
SECTION 11.09	Successors and Assigns	59
SECTION 11.10	Severability	59
SECTION 11.11	Benefits of Indenture	59
SECTION 11.12	Governing Law	59
SECTION 11.13	Counterparts	59
SECTION 11.14	Recording of Indenture	59

iv

SECTION 11.15	Trust Obligation	59
SECTION 11.16	No Petition	60
SECTION 11.17	Inspection	60
SECTION 11.18	Intent of the Parties; Reasonableness	60

v

SCHEDULE I	Perfection Representations, Warranties and Covenants	S-1
EXHIBIT A-1	Form of Class A-1 Notes	A-1-1
EXHIBIT A-2	Form of Class A-2 Notes, Class A-3 Notes and Class A-4 Notes	A-2-1
EXHIBIT A-3	Form of Class B Notes	A-3-1
EXHIBIT B	Form of Note Depository Agreement	B-1
EXHIBIT C	Servicing Criteria to be Addressed in Assessment of Compliance	C-1

i

CROSS-REFERENCE TABLE (not a part of this Indenture)

TIA Section	Indenture Section
(§)310(a) (1)	6.08; 6.11
(a) (2)	6.11
(a) (3)	6.10(b)
(a) (4)	Not Applicable
(a) (5)	6.11
(b)	6.11
(c)	N.A.
(§)311(a)	6.12
(b)	6.12
(c)	Not Applicable
(§)312(a)	7.01; 7.02
(b)	7.02
(c)	7.02
(§)313(a)	7.04
(b) (1)	Not Applicable
(b) (2)	7.04
(c)	7.04; 11.04
(d)	7.04
(§)314(a)	3.09; 7.03
(b)	11.14
(c)	2.09
(c) (1)	3.10; 6.02; 8.05(b)
(c) (2)	3.06; 3.10; 6.02; 8.05(b); 8.06
(c) (3)	Not Applicable
(d)	2.09
(e)	11.01
(f)	4.01(c); 11.01
(§)315(a)	6.01
(b)	6.05
(c)	5.02; 5.08
(d)	6.01(c)
(e)	5.13
(§)316(a) (last sentence)	6.01(c)
(a) (1) (A)	6.01(c)
(a) (1) (B)	5.12
(a) (2)	Not Applicable
(b)	5.01; 5.04(b)
(c)	2.06
(§)317(a) (1)	5.04
(a) (2)	5.03(c); 5.03(d)
(b)	4.03
(§)318(a)	11.07

ii

INDENTURE, dated as of [________], 20[__], between TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST, a Delaware statutory trust (the “Issuer”), and [__________], a [__________], as indenture trustee and not in its individual capacity and as Securities Intermediary (the “Indenture Trustee”).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of (i) the Holders of the Issuer’s [____]% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), [____]% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), [____]% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), [____]% Asset Backed Notes, Class A-4 (the “Class A-4 Notes,” and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Class A Notes”) and [____]% Asset-Backed Notes, Class B (the “Class B Notes” and, together with the Class A Notes, the “Notes”), and (ii) for the purposes of the Granting Clause below, the Certficateholders:

GRANTING CLAUSE

The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuer’s right, title and interest in and to, in each case whether now or hereafter existing or in which Issuer now has or hereafter acquires an interest and wherever the same may be located: (i) all right, title and interest of the Issuer in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 of the Sale and Servicing Agreement or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01 of the Sale and Servicing Agreement) on or after the Cutoff Date; (ii) the interest of the Issuer in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Issuer in any proceeds of any physical damage insurance policies covering Financed Vehicles and in any proceeds of any Insurance Policies relating to the Receivables or the Obligors; (iv) the interest of the Issuer in any Dealer Recourse; (v) the right of the Issuer to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Issuer under the Sale and Servicing Agreement and as assignee of the rights and interests of TAFR LLC under the Receivables Purchase Agreement pursuant to the Sale and Servicing Agreement; (vii) all proceeds of the foregoing; (viii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, tangible chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; (ix) all funds and investment property on deposit from time to time in Collection Account; and (x) all other property of the Issuer from time to time, including any rights of the Issuer under the Administration Agreement (collectively, the “Collateral”).

The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice,

priority or distinction, and to secure compliance with the provisions of this Indenture, and subject to the subordinate claims thereon of the Holder of the Certificate, all as provided in this Indenture.

The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes and for the benefit of the Certificateholder, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected and the rights of the Certificateholder secured.

ARTICLE I

Definitions and Incorporation by Reference

SECTION 1.01  Definitions.  Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Trust Agreement, the Sale and Servicing Agreement and the Securities Account Control Agreement, as the case may be, for all purposes of this Indenture.  Except as otherwise provided in this Agreement, whenever used herein the following words and phrases, unless the context otherwise requires, shall have the following meanings:

“Action” has the meaning specified in Section 11.03(a).

“Authorized Officer” means (i) with respect to the Owner Trustee, any officer of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuer identified as such on any list of Authorized Officers delivered by the Owner Trustee to the Indenture Trustee, (ii) with respect to the Administrator, any Vice President or more senior officer of the Administrator who is authorized to act for the Administrator in matters relating to the Issuer and identified as such on any list of Authorized Officers delivered by the Administrator to the Indenture Trustee and (iii) with respect to the Issuer, any Authorized Officer of the Owner Trustee or, for so long as the Administration Agreement is in effect, any Authorized Officer of the Administrator.

“Collateral” has the meaning specified in the Granting Clause of this Indenture.

“Controlling Class” means (a) the Outstanding Class A Notes and (b) if no Class A Notes are Outstanding, the Outstanding Class B Notes.

“Corporate Trust Office” means the principal office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of execution of this Agreement is located at [__________], with a copy to: [__________], or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders, the Issuer and the Administrator, or the principal corporate trust office of any successor Indenture Trustee at the address designated by such successor Indenture Trustee by notice to the Noteholders, the Issuer and the Administrator.

2

“Default” means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.

“Definitive Notes” has the meaning specified in Section 2.10.

“Executive Officer” means, with respect to any corporation, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice President, any Vice President, the Secretary or the Treasurer of such corporation; and with respect to any partnership, any general partner thereof.

“Grant” means mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, and grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to this Indenture.  A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.

“Holder” or “Noteholder” means the Person in whose name a Note is registered on the Note Register.

“Indenture Trustee” means [__________], a [__________], as Indenture Trustee under this Indenture, or any successor Indenture Trustee under this Indenture.

“Independent” means, when used with respect to any specified Person, that the Person is in fact independent of the Seller, the Servicer, the Administrator, the Issuer or any other obligor on the Notes or any Affiliate of any of the foregoing Persons because, among other things, such Person (a) is not an employee, officer or director or otherwise controlled thereby or under common control therewith, (b) does not have any direct financial interest or any material indirect financial interest therein (whether as holder of securities thereof or party to contract therewith or otherwise) and (c) is not and has not within the preceding twelve months been a promoter, underwriter, trustee, partner, director or person performing similar functions therefor or otherwise had legal, contractual or fiduciary or other duties to act on behalf of or for the benefit thereof.

“Independent Certificate” means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in Section 11.01, made by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Indenture Trustee in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read the definition of “Independent” in this Indenture and that the signer is Independent within the meaning thereof.

“Insolvency Event” with respect to the Seller means the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Seller in an involuntary case

3

under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Seller, or ordering the winding-up or liquidation of the Seller’s affairs, and such decree or order shall remain unstayed and in effect for a period of 90 consecutive days; or the commencement by the Seller of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Seller to the entry of an order for relief in an involuntary case under any such law, or the consent by the Seller to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Seller, or the making by the Seller of any general assignment for the benefit of creditors, or the failure by the Seller generally to pay its debts as such debts become due, or the taking of any action by the Seller in furtherance of any of the foregoing.

“Interest Rate” means the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate or the Class B Rate, as indicated by the context.

“Issuer” means Toyota Auto Receivables 20[__]-[__] Owner Trust, unless and until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the Notes, if any.

“Issuer Order” and “Issuer Request” mean a written order or request signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture Trustee.

“Note Register” means the Register of Noteholders’ information maintained by the Note Registrar pursuant to Section 2.04.

“Note Registrar” means the Indenture Trustee, unless and until a successor Note Registrar shall have been appointed pursuant to Section 2.04.

“Officer’s Certificate” means a certificate signed by any Authorized Officer of the Issuer, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.01, and delivered to the Indenture Trustee.

“Opinion of Counsel” means one or more written opinions of counsel who may, except as otherwise expressly provided in this Indenture, be an employee of or counsel to the Issuer, the Seller or the Servicer and which counsel shall be reasonably satisfactory to the Owner Trustee, Indenture Trustee or the Rating Agencies, as the case may be.

“Outstanding” means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture except:

(a)           Notes theretofore canceled by the Note Registrar or delivered to the Note Registrar for cancellation;

(b)           Notes or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the Holders of such Notes; and

4

(c)           Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona fide purchaser;

provided, that in determining whether the Holders of the requisite percentage of the Outstanding Amount of the Controlling Class of Notes or any Class of Notes, have given any request, demand, authorization, direction, notice, consent, or waiver hereunder or under any Basic Document, Notes owned by the Issuer, any other obligor upon the Notes, the Seller or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, or waiver, only Notes that the Indenture Trustee knows to be so owned shall be so disregarded.  Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer, any other obligor upon the Notes, the Seller or any Affiliate of any of the foregoing Persons.

“Paying Agent” means the Indenture Trustee or any other Person that meets the eligibility standards for the Indenture Trustee specified in Section 6.11 that has been authorized by the Issuer to make payments to and distributions from the Collection Account, including payment of principal of or interest on the Notes on behalf of the Issuer.

“Predecessor Note” means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.05 in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.

“Rating Agency Condition” means, with respect to any event or circumstance or proposed amendment to a Basic Document or any Supplemental Indenture, the satisfaction of both of the following conditions: (a) receipt by the Indenture Trustee and the Owner Trustee of written confirmation from [__________] that such event or circumstance or proposed amendment to a Basic Document or any Supplemental Indenture will not result in the reduction or withdrawal by [__________] of any rating it currently has assigned to any of the Notes and (b) that [__________] shall have been given notice of such event or circumstance or proposed amendment to a Basic Document or any Supplemental Indenture at least ten days prior to the occurrence of such event or circumstance or proposed amendment to a Basic Document or any Supplemental Indenture and such [__________] shall not have notified the Indenture Trustee or the Owner Trustee that such event or circumstance or proposed amendment to a Basic Document or any Supplemental Indenture might or would result in the reduction or withdrawal of the rating it has currently has assigned to any of the Notes.

“Redemption Date” has the meaning specified in Section 10.02.

5

“Registered Holder” means the Person in whose name a Note is registered on the Note Register on the applicable Record Date.

“Retained Notes” means the Class [__] Notes, until such time as such Notes are the subject of an Opinion of Counsel pursuant to Section 2.04(i) of the Indenture with respect to their classification as debt for federal income tax purposes.

“Sale and Servicing Agreement” means the Sale and Servicing Agreement, dated as of [________], 20[__], among the Issuer, Toyota Auto Finance Receivables LLC, as Seller, and Toyota Motor Credit Corporation, as Servicer and Sponsor, and as acknowledged and accepted by the Indenture Trustee.

“Securities Account Control Agreement” means the Securities Account Control Agreement, dated as of [________], 20[__], among the Seller, the Securities Intermediary and the Indenture Trustee.

“Securities Intermediary” means [__________], as securities intermediary under the Securities Account Control Agreement.

“Seller” means Toyota Auto Finance Receivables LLC, as seller, under the Sale and Servicing Agreement.

“Successor Servicer” has the meaning specified in Section 3.07(e).

“Trust Agreement” means the Trust Agreement, dated as of [________], 20[__], as amended and restated by the Amended and Restated Trust Agreement, dated as of [________], 20[__], by and between Toyota Auto Finance Receivables LLC, as depositor, and [__________], as Owner Trustee.

“Trust Estate” means (i) all money, instruments, rights and other property that are subject or intended to be subject to the lien and security interest of this Indenture for the benefit of the Noteholders (including, without limitation, all property and interests Granted to the Indenture Trustee pursuant to the Granting Clause), including all proceeds thereof, and (ii) the interest of the Seller in the funds and investment property on deposit from time to time in the Reserve Account granted to the Indenture Trustee under the Securities Account Control Agreement.

“Trust Officer” means, in the case of the Indenture Trustee, any officer within the Corporate Trust Office of the Indenture Trustee, including any Vice President, Assistant Vice President, Secretary, Assistant Secretary or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers with direct responsibility for the administration of the Indenture and the Basic Documents and, with respect to the Owner Trustee, any officer in the Corporate Trust Administration Department of the Owner Trustee with direct responsibility for the administration of the Trust Agreement on behalf of the Owner Trustee.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in force on the date hereof, unless otherwise specifically provided.

6

SECTION 1.02  Usage of Terms.  With respect to all terms in this Agreement, the singular includes the plural and the plural the singular; words importing any gender include the other genders; references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all subsequent amendments, amendments and restatements and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement; references to Persons include their permitted successors and assigns; and the term “including” means “including without limitation.”

SECTION 1.03  Incorporation by Reference of Trust Indenture Act.  Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.  The following TIA terms used in this Indenture have the following meanings:

“Commission” means the Securities and Exchange Commission.

“indenture securities” means the Notes.

“indenture security holder” means a Noteholder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Indenture Trustee.

“obligor” on the indenture securities means the Issuer and any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined in the TIA, defined in the TIA by reference to another statute or defined by Commission rule have the meanings so assigned to them.

ARTICLE II

The Notes

SECTION 2.01  Form.  The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, in each case, together with the Indenture Trustee’s certificate of authentication, shall be in substantially the form set forth as Exhibit A-1, Exhibit A-2 or Exhibit A-3, as applicable, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution thereof.  Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

7

Each Note shall be dated the date of its authentication.  The terms of the Notes set forth in Exhibit A-1, Exhibit A-2 and Exhibit A-3 are part of the terms of this Indenture.

SECTION 2.02  Execution, Authentication and Delivery.  The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers.  The signature of any such Authorized Officer on the Notes may be manual or facsimile.  Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.  The Indenture Trustee shall upon Issuer Order authenticate and deliver the Class A-1 Notes for original issue in an aggregate principal amount of $[__________], the Class A-2 Notes for original issue in an aggregate principal amount of $[__________], the Class A-3 Notes for original issue in an aggregate principal amount of $[__________], the Class A-4 Notes for original issue in an aggregate principal amount of $[__________] and the Class B Notes for original issue in an aggregate principal amount of $[__________].  The aggregate principal amount of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.05.  The Notes shall be issuable as registered Notes in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.  Each Note shall be dated the date of its authentication.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form included in Exhibit A-1, Exhibit A-2 or Exhibit A-3, as applicable, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

SECTION 2.03  Temporary Notes.  Pending the preparation of Definitive Notes, the Issuer may execute, and upon receipt of an Issuer Order the Indenture Trustee shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the Definitive Notes in lieu of which they are issued and with such variations not inconsistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes.  If temporary Notes are issued, the Issuer will cause Definitive Notes to be prepared without unreasonable delay.  After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuer to be maintained as provided in Section 3.02, without charge to the Holder.  Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver in exchange therefor, a like principal amount of Definitive Notes of authorized denominations.  Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes.

SECTION 2.04  Registration; Registration of Transfer and Exchange.

(a)           The Note Registrar, acting as agent of the Issuer for this purpose only, shall maintain a Note Register in which, subject to such reasonable regulations as it may prescribe, the

8

Note Registrar shall provide for the registration of Notes and transfers and exchanges of Notes as provided in this Indenture.  The Indenture Trustee is hereby initially appointed Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as provided in this Indenture.  In the event that, subsequent to the Closing Date, the Indenture Trustee notifies the Issuer that it is unable to act as Note Registrar, the Issuer shall appoint another bank or trust company, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Indenture applicable to it, and otherwise acceptable to the Indenture Trustee, to act as successor Note Registrar under this Indenture.  The Issuer shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof.

If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes.

(b)           [Reserved].

(c)           [Reserved].

(d)           Upon the proper surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate in the name of the designated transferee or transferees, one or more new Notes of the same Class in authorized denominations of a like aggregate principal amount.

(e)           At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency.  Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive.  Every Note presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee and the Note Registrar duly executed by the Holder thereof or his attorney duly authorized in writing.

(f)           No service charge shall be made for any registration of transfer or exchange of Notes, but the Indenture Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Notes.

(g)           All Notes surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed pursuant to Section 2.08.

(h)           Each purchaser and transferee of a Note will be deemed to represent, warrant and covenant either that (a) it is not acquiring such Note with the assets of a Benefit Plan or (b) the

9

acquisition, holding and disposition of such Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a non-exempt violation under any other substantially similar law.

(i)           The Retained Notes transferred after the first Payment Date will not be transferred, other than to a Person that is a United States person for U.S. federal income tax purposes and provided that such Person agrees to restrict subsequent transfers of such Notes to Persons that are United States persons for U.S. federal income tax purposes, unless a written Opinion of Counsel, which counsel and opinion shall be reasonably acceptable to the Indenture Trustee, is delivered to the Indenture Trustee to the effect that, for federal income tax purposes, such Notes after such transfer will be treated as debt.  In addition, if for tax or other reasons it may be necessary to track such Notes (e.g., if the Notes have original issue discount), tracking conditions such as requiring that such Notes be in definitive registered form may be required by the Administrator as a condition to such transfer.

SECTION 2.05  Mutilated, Destroyed, Lost or Stolen Notes.  If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class.  In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto.

If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith.

Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

10

SECTION 2.06  Persons Deemed Owners.  Prior to due presentment for registration of transfer of any Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name any Note is registered (as of the day of determination) as the owner of such Note for the purpose of receiving payments of principal of and interest, if any, on such Note and for all other purposes whatsoever, and none of the Issuer, the Indenture Trustee or any agent of the Issuer or the Indenture Trustee shall be affected by notice to the contrary.

SECTION 2.07  Payments of Principal and Interest.

(a)           The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall accrue interest during each Interest Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B Rate, respectively, and such interest shall be payable on each related Payment Date as specified in such Notes, pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 hereof.  Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such Person.

(b)           The principal of each Note shall be payable in installments on each Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement and subject to the availability of funds therefor.  All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto.  In accordance with Section 10.01, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the final installment of principal of and interest on such Note will be paid.  Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30 days prior to such final Payment Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment.

(c)           In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Noteholders, such tax shall reduce the amount otherwise distributable to the Noteholders in accordance with this Section.  The Issuer will instruct the Indenture Trustee regarding the imposition of such withholding tax and, upon receiving such instruction, the Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).  The amount of any withholding tax imposed with respect to the Noteholders shall be treated as cash distributed to the Noteholders at the time it is withheld by the Trust and remitted to the appropriate taxing authority.  If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c).  In the event that any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably

11

cooperate with the Noteholder in making such claim so long as the Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

SECTION 2.08  Cancellation.  All Notes surrendered for payment, registration of transfer or exchange shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly canceled by the Indenture Trustee.  The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Indenture Trustee.  No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section, except as expressly permitted by this Indenture.  All canceled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that they be destroyed or returned to it; provided, that such Issuer Order is timely and the Notes have not been previously disposed of by the Indenture Trustee.

SECTION 2.09  Release of Collateral.  Subject to Sections 10.01 and 11.01 and the terms of the Basic Documents, the Indenture Trustee shall release property from the lien of this Indenture only upon receipt of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel and Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(l) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates.

SECTION 2.10  Book-Entry Notes.  The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, or a custodian therefor, by, or on behalf of, the Issuer.  The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.12, and unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12:

(a)           the provisions of this Section shall be in full force and effect;

(b)           the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of instructions or directions hereunder) as the authorized representative of such Note Owners;

(c)           to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;

(d)           the rights of such Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement.  Unless and until Definitive Notes are issued in respect of the Book-

12

Entry Notes pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on such Notes to such Clearing Agency Participants; and

(e)           whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the Outstanding Amount of the Notes (or the Controlling Class of Notes) evidencing a specified percentage of the Outstanding Amount of the Notes or of any Controlling Class or of such Class or of two or more of such Classes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners of Book-Entry Notes and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in such Notes and has delivered such instructions to the Indenture Trustee.

SECTION 2.11  Notices to Clearing Agency.  Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to the Note Owners of Book-Entry Notes pursuant to Section 2.12, the Indenture Trustee shall give all such notices and communications specified herein to be given to Holders of the Book-Entry Notes to the Clearing Agency and shall be deemed to have been given as of the date of delivery to the Clearing Agency.

SECTION 2.12  Definitive Notes.  In the case of the Book-Entry Notes, if (i) the Owner Trustee or the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Owner Trustee and the Administrator are unable to locate a qualified successor (and if the Administrator has made such determination, the Administrator has given written notice thereof to the Indenture Trustee), (ii) the Seller or the Administrator or the Indenture Trustee at its option advises each other such party in writing that it elects to terminate the book-entry system through the Clearing Agency (including, for the avoidance of doubt, in accordance with Section 2.04(i)) or (iii) after the occurrence of an Event of Default or a Servicer Default, owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Controlling Class of the Book-Entry Notes, advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency or a successor thereto is no longer in the best interests of the Note Owners acting together as a single Class, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee of the occurrence of such event and of the availability of Definitive Notes to Note Owners requesting the same.  Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency.  None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions.  Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.  None of the Indenture Trustee, Issuer or Administrator shall be liable for any inability to locate a qualified successor Clearing Agency.  From and after the date of issuance of Definitive Notes, all notices to be given to Noteholders will be mailed thereto at their addresses of record in the Note Register as of the relevant Record Date.  Such notices will be deemed to have been given as of the date of mailing.

13

SECTION 2.13  Tax Treatment.  The Issuer has entered into this Indenture, and the Notes will be issued (other than the Retained Notes) with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness of the Issuer, secured by the Trust Estate.  The Issuer, by entering into this Indenture, and each Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance of an interest in the applicable Book-Entry Note), agree to treat the Notes (other than the Retained Notes) for federal, state and local income, single business and franchise tax purposes as indebtedness of the Issuer.

ARTICLE III

Covenants

SECTION 3.01  Payments to Noteholders, Certificateholder, Servicer and Seller.  In accordance with the terms of this Indenture, the Issuer will duly and punctually (i) pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes, (ii) pay amounts due in respect of the Certificate in accordance with the terms of the Certificate (on a pro rata basis, based on the Percentage Interests (as defined in the Trust Agreement) thereof, if there is more than one Certificateholder), and (iii) release from the Collection Account all other amounts distributable or payable from the Trust Estate (including distributions to be made to the Certificateholder on any Payment Date) under the Trust Agreement, Sale and Servicing Agreement and Administration Agreement.  Without limiting the foregoing, and in order to fulfill such obligations, pursuant to Sections 8.02 and 8.04 hereof, the Issuer will cause the Servicer to direct the Indenture Trustee to apply all amounts on deposit in the Collection Account and Reserve Account on a Payment Date deposited therein pursuant to the Sale and Servicing Agreement: (i) (a) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (b) for the benefit of the Class A-2 Notes, to the Class A-2 Noteholders, (c) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (d) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders and (e) for the benefit of the Class B Notes, to the Class B Noteholders, in each case as set forth in Sections 5.06 and 5.07 of the Sale and Servicing Agreement; (ii) for the benefit of the Servicer, to or as directed by the Servicer pursuant to Section 5.06 of the Sale and Servicing Agreement; (iii) for the benefit of the Seller, to or as directed by the Seller or its designee, as applicable, pursuant to Section 5.07 of the Sale and Servicing Agreement; and (iv) for the benefit of the Certificateholder, to or as directed by the Owner Trustee or the Administrator, as set forth in Sections 5.06 of the Sale and Servicing Agreement.  Amounts properly withheld under the Code by any Person from a payment to any Noteholder or the Certificateholder of interest and/or principal shall be considered as having been paid by the Issuer to such Noteholder or the Certificateholder for all purposes of this Indenture.

SECTION 3.02  Maintenance of Office or Agency.  The Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served.  The Issuer hereby initially appoints the Indenture Trustee to serve as its agent for the foregoing purposes.  The Issuer will give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of any such office or agency.  If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such

14

surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands.

SECTION 3.03  Money for Payments To Be Held in Trust.  All payments of amounts due and payable with respect to any Notes or the Certificate that are to be made from amounts withdrawn from the Collection Account or Reserve Account, pursuant to Sections 2.07, 3.01, 4.02 and 4.03 shall be made on behalf of the Issuer by the Indenture Trustee or by a Paying Agent, and no amounts so withdrawn from such accounts for payments of Notes or the Certificate shall be paid over to the Issuer, the Owner Trustee or the Administrator except as provided in this Section.

On or prior to 11:00am New York time on each Payment Date, the Issuer shall deposit in the Collection Account or, in accordance with the Sale and Servicing Agreement, cause to be deposited (including by the provision of instructions to the Indenture Trustee to make any required withdrawals from the Reserve Account and to deposit such amounts in the Collection Account) to the extent of funds available therefor, an aggregate sum sufficient to pay the amounts then becoming due under the Notes and the Certificate, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act.

The Indenture Trustee, as Paying Agent, hereby agrees with the Issuer that it will, and the Issuer will cause each Paying Agent other than the Indenture Trustee, as a condition to its acceptance of its appointment as Paying Agent, to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee, subject to the provisions of this Section, that such Paying Agent will:

(a)           hold all sums held by it for the payment of amounts due with respect to the Notes, the Certificate, or for release to the Issuer for payment to the Certificateholder in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay or release such sums to such Persons as herein provided;

(b)           give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the Notes or the release of any amounts to the Issuer to be paid to the Certificateholder;

(c)           at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent;

(d)           immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes (or for release to the Issuer) if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and

(e)           comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes, or the Certificate (or assisting the Issuer to withhold

15

from payment to the Certificateholder) of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money.

In the event that any Noteholder shall not surrender its Notes for retirement within six months after the date specified in the written notice of final payment described in Section 2.07, the Indenture will give a second written notice to the registered Noteholders that have not surrendered their Notes for final payment and retirement.  If within one year after such second notice any Notes have not been surrendered, the Indenture Trustee shall, at the expense and direction of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be paid to California Special Olympics.  The Indenture Trustee shall also adopt and employ, at the expense and direction of the Issuer, any other reasonable means of notification of such repayment specified by the Issuer or the Administrator.

SECTION 3.04  Existence.  The Issuer will keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other State or of the United States of America, in which case the Issuer will keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral and each other instrument or agreement included in the Trust Estate.

SECTION 3.05  Protection of Trust Estate.  The Issuer shall from time to time execute and deliver or file, as applicable, all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action necessary or advisable to:

(a)           maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof;

(b)           perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture;

(c)           enforce any of the Collateral; or

(d)           preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and the Noteholders in such Trust Estate against the claims of all persons and parties.

16

The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section 3.05.

SECTION 3.06  Opinions as to Trust Estate.

(a)           On the Closing Date, the Issuer shall furnish, or cause to be furnished, to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the execution, recording and filing of this Indenture, any indentures supplemental hereto, any requisite financing statements and continuation statements and any other requisite documents necessary to perfect and make effective the lien and security interest of this Indenture or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective.

(b)           As and when specified in Section 10.02(h) of the Sale and Servicing Agreement, the Issuer shall furnish, or cause to be furnished, to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the execution, recording, filing or re-recording and refiling of this Indenture, any indentures supplemental hereto, any financing statements and continuation statements and any other requisite documents necessary to maintain the lien and security interest created by this Indenture or stating that in the opinion of such counsel no such action is necessary to maintain such lien and security interest.  Such Opinion of Counsel shall also describe the execution, recording, filing or re-recording and refiling of this Indenture, any indentures supplemental hereto, any financing statements and continuation statements and any other documents that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until the date in the following calendar year on which such Opinion of Counsel must again be delivered.

SECTION 3.07  Performance of Obligations; Servicing of Receivables.

(a)           The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except in each case as expressly provided in the Basic Documents.

(b)           The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer.  Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture.

(c)           The Issuer will punctually perform and observe all of its obligations and agreements contained in the Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of the Trust Agreement,

17

this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein.

(d)           If an Authorized Officer of the Issuer shall have actual knowledge of the occurrence of a Servicer Default under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee in writing and shall specify in such notice the action, if any, the Issuer is taking with respect of such default, and the Indenture Trustee shall promptly notify the Administrator of such Servicer Default and proposed actions of the Issuer, and the Administrator shall provide such notice to the Rating Agencies.  If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure.

(e)           As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.01 of the Sale and Servicing Agreement, or if the Servicer resigns in accordance with Section 7.05 of the Sale and Servicing Agreement, the Indenture Trustee shall give prompt written notice of such event to the Noteholders and the Administrator and the Administrator shall provide such notice to the Rating Agencies.  The Indenture Trustee shall act to appoint a successor servicer pursuant to Section 8.02 of the Sale and Servicing Agreement (any such successor servicer, a “Successor Servicer”).  Any such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee.  In the event that a Successor Servicer has not been appointed and accepted its appointment as set forth in Section 8.02 of the Sale and Servicing Agreement, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and shall thereafter be entitled to the Servicing Fee.  Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of automobile and/or light-duty truck receivables, as the successor to the Servicer under the Sale and Servicing Agreement, in accordance with the provisions of Section 8.02 of the Sale and Servicing Agreement.  Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such Successor Servicer shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and in accordance with Section 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee).  If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as Successor Servicer and the servicing of the Receivables.  In case the Indenture Trustee shall become the Successor Servicer, the Indenture Trustee shall be entitled to appoint a subservicer; provided, that the Indenture Trustee, in its capacity as Successor Servicer, shall remain fully liable for the actions and omissions of such subservicer.

18

(f)           Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees that it will not enter into any amendment, modification, supplement or waiver with respect to any Basic Document except (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder or to add, modify or eliminate any provisions as may be necessary or advisable in order to enable the Seller, the Servicer or any of their Affiliates to comply with or obtain more favorable treatment under any law or regulation or any accounting rule or principle (whether now or in the future in effect); provided, however, that such action shall not, as evidenced by an Officer’s Certificate delivered by the Servicer to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or Certificateholder; (ii) for the purpose of changing the formula or percentage for determining the Specified Reserve Account Balance, but not to change any order of priority of payments and distributions specified in Section 5.06 of the Sale and Servicing Agreement), changing the remittance schedule for the deposit of collections with respect to the Receivables in the Collection Account pursuant to Section 5.02 of the Sale and Servicing Agreement or changing the definition of Eligible Investment, in each case only if the Rating Agency Condition has been satisfied in respect thereof; or (iii) with the consent of the Indenture Trustee and satisfaction of all other conditions precedent to such action set forth in the related Basic Document.  If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or such Holders, as applicable, the Issuer agrees, promptly following a request by the Indenture Trustee to agree to such amendment and to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee may deem necessary or appropriate in the circumstances to implement such amendment and to cause the relevant Basic Documents, as amended, to be enforceable against the Issuer.

SECTION 3.08  Negative Covenants.  So long as any Notes are Outstanding, the Issuer shall not:

(a)           except as expressly permitted by Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee;

(b)           claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate;

(c)           except as may be expressly permitted hereby and by the Basic Documents, (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds

19

thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor), (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate or (D) dissolve or liquidate in whole or in part; or

(d)           assume or incur any indebtedness other than the Notes, or other than as expressly contemplated by this Indenture (in connection with the obligation to pay expenses from the Trust Estate) or by the Basic Documents as in effect on the date hereof.

SECTION 3.09  Annual Statement as to Compliance.

(a)           The Issuer will cause the Servicer to deliver to the Indenture Trustee concurrently with its delivery thereof to the Issuer the annual statement of compliance described in Section 4.11 of the Sale and Servicing Agreement.  In addition, on the same date annually upon which such annual statement of compliance is to be delivered by the Servicer, the Issuer shall deliver to the Indenture Trustee an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s Certificate, that:

(i)           a review of the activities of the Issuer during such year and of its performance under this Indenture has been made under such Authorized Officer’s supervision; and

(ii)           to the best of such Authorized Officer’s knowledge, based on such review, the Issuer has complied with all conditions and covenants under this Indenture throughout such year, or, if there has been a default in its compliance with any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof.

(b)           On or before March 1st of each calendar year in which a Form 10-K is required to be filed on behalf of the Issuer, commencing in 20[__], the Indenture Trustee shall deliver to the Issuer and the Administrator a report regarding the Indenture Trustee’s assessment of compliance with the Servicing Criteria specified on Exhibit C hereto during the immediately preceding calendar year, accompanied by an attestation report by a registered public accounting firm, in each case as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.  Such report shall be addressed to the Issuer and signed by an authorized officer of the Indenture Trustee, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit C hereto.

SECTION 3.10  Issuer May Consolidate, etc., Only on Certain Terms.

(a)           The Issuer shall not consolidate or merge with or into any other Person, unless:

(i)           the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual

20

payments of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein;

(ii)           immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(iii)           each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notes;

(iv)           the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder;

(v)           any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and

(vi)           the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related supplemental indenture complies with this Section 3.10 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

(b)           Except as expressly provided in this Indenture or in the Basic Documents, the Issuer shall not convey or transfer its properties or assets, including those included in the Trust Estate, to any Person, unless:

(i)           the Person that acquires by conveyance or transfer such properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the

21

appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction;

(ii)           immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(iii)           each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notes;

(iv)           the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder;

(v)           any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and

(vi)           the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

SECTION 3.11  Successor or Transferee.

(a)           Upon any consolidation or merger of the Issuer in accordance with Section 3.10(a), the Person formed by or surviving such consolidation or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Person had been named as the Issuer herein.

(b)           Upon a conveyance or transfer of all the assets and properties of the Issuer pursuant to Section 3.10(b), Toyota Auto Receivables 20[__]-[__] Owner Trust will be released from every covenant and agreement of this Indenture to be observed or performed on the part of the Issuer with respect to the Notes immediately upon the delivery of written notice to the Indenture Trustee stating that Toyota Auto Receivables 20[__]-[__] Owner Trust is to be so released.

SECTION 3.12  No Other Business.  Unless and until the Issuer shall have been released from its duties and obligations hereunder, the Issuer shall not engage in any business other than financing, purchasing, owning, selling and managing the Receivables in the manner contemplated by the Basic Documents and activities incidental thereto.

SECTION 3.13  No Borrowing.  Unless and until the Issuer shall have been released from its duties and obligations hereunder, the Issuer shall not issue, incur, assume, guarantee or

22

otherwise become liable, directly or indirectly, for any indebtedness except for the Notes or other obligations permitted hereunder (including the obligation to pay expenses from the Trust Estate) or under another Basic Document (including indemnification expenses of the Issuer and certain fees and expenses of the Servicer and the Administrator).

SECTION 3.14  Servicer’s Notice Obligations.  The Issuer shall cause the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (including, but not limited to, under Sections 3.02, 4.08, 4.10, 4.11, 4.12, 4.15, 5.08 and Article IX thereof).

SECTION 3.15  Guarantees, Loans, Advances and Other Liabilities.  Unless and until the Issuer shall have been released from its duties and obligations hereunder, except as contemplated by the Sale and Servicing Agreement, this Indenture or the other Basic Documents, the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.

SECTION 3.16  Capital Expenditures.  Unless and until the Issuer shall have been released from its duties and obligations hereunder, the Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

SECTION 3.17  Removal of Administrator.  So long as any Notes are Outstanding, the Issuer shall not remove the Administrator without cause unless so instructed by the Owner Trustee or the Indenture Trustee and unless each Rating Agency shall have received 10 days’ written notice thereof and shall not have notified the Indenture Trustee, the Administrator or the Owner Trustee that such removal might or would result in the removal or reduction of the rating then assigned thereby to any Class of Notes.

SECTION 3.18  Restricted Payments.  The Issuer shall not, directly or indirectly, (i) pay any dividend or make any distribution (by reduction of  capital or otherwise), whether in cash, property, securities or a combination thereof, to the Servicer, the Owner Trustee or the Certificateholder or otherwise with respect to any ownership or equity interest or security in or of the Issuer, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (iii) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Issuer may make, or cause to be made, distributions or payments to the Servicer, the Owner Trustee and the Certificateholder as contemplated by, and to the extent funds are available for such purpose under, the Basic Documents.  The Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account except in accordance with the Basic Documents.

SECTION 3.19  Notice of Events of Default.  The Issuer shall give the Indenture Trustee and the Rating Agencies prompt written notice of each Event of Default hereunder, each default on the part of the Servicer or the Seller of its obligations under the Sale and Servicing Agreement

23

and each default on the part of TMCC of its obligations under the Receivables Purchase Agreement.  The Indenture Trustee shall notify each Noteholder of record in writing of any Event of Default promptly upon a Trust Officer obtaining actual knowledge thereof.  Such notices will be provided in accordance with Section 2.11 or 2.12, as applicable.

SECTION 3.20  Further Instruments and Actions.  Upon request of the Indenture Trustee, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

SECTION 3.21  Perfection Representations, Warranties and Covenants.

(a)           The representations, warranties and covenants set forth in Schedule I hereto shall be a part of this Indenture for all purposes.

 Notwithstanding any other provision of this Indenture or any other Basic Document, the representations, warranties and covenants contained in Schedule I hereto shall be continuing, and remain in full force and effect until such time as all obligations under this Indenture have been finally and fully paid and performed.

(b)           The parties to this Indenture: (i) shall not waive any of the representations, warranties and covenants contained in Schedule I hereto; (ii) shall provide each other party hereto and the Administrator with prompt written notice of any breach of the representations, warranties and covenants contained in Schedule I hereto and (iii) shall not waive a breach of any of the representations, warranties and covenants contained in Schedule I hereto.   The Issuer will provide notice of any breach of the representations, warranties and covenants contained in Schedule I hereto to the Rating Agencies.

ARTICLE IV

Satisfaction and Discharge

SECTION 4.01  Satisfaction and Discharge of Indenture.  This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.03, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Sections 3.03 and 4.02), and (vi) the rights of Noteholders and the Certificateholder as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when:

(a)           either (1) all Notes theretofore authenticated and delivered (other than Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.05 and Notes for whose payment money has theretofore been deposited in trust or segregated

24

and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation or (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable or will become due and payable within one year (either because the Class B Final Scheduled Payment Date is within one year or because the Indenture Trustee has received written notice of the exercise of the option granted pursuant to Section 9.01 of the Sale and Servicing Agreement) and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, at least one Business Day prior to the date such amounts are payable, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due;

(b)           the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and

(c)           the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, (if required by the TIA or the Indenture Trustee) an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01 and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

SECTION 4.02  Application of Trust Money.  All moneys deposited with the Indenture Trustee pursuant to Section 4.01 hereof shall be held in trust and (a) applied by it in accordance with the provisions of the Notes, the Sale and Servicing Agreement and this Indenture to the payment, either directly or through any Paying Agent, as the Indenture Trustee may determine, to the Holders of the particular Notes for the payment of which such moneys have been deposited with the Indenture Trustee, of all sums due and to become due thereon for principal and interest, or (b) released to the Issuer for distribution to the Certificateholder or application pursuant to the Trust Agreement or Sale and Servicing Agreement; but such moneys need not be segregated from other funds except to the extent required herein or in the Sale and Servicing Agreement or required by law.

SECTION 4.03  Repayment of Moneys Held by Paying Agent.  In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all moneys then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to such Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied according to Section 3.03 or 4.02 and thereupon such Paying Agent shall be released from all further liability with respect to such moneys.

ARTICLE V

Remedies

SECTION 5.01  Events of Default.  “Event of Default,” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall

25

be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a)           default in the payment of any interest on any Note of the Controlling Class when the same becomes due and payable, and such default shall continue for a period of five Business Days; or

(b)           default in the payment of the principal of any Note on the applicable Final Scheduled Payment Date or Redemption Date; or

(c)           default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), which materially and adversely affects the interests of the Noteholders, and such failure shall continue or not be cured for a period of 90 days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, a written notice specifying such default and requiring it to be remedied and stating that such notice is a notice of Default hereunder;

(d)           any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith shall prove to have been incorrect in any material respect as of the time when the same shall have been made,  which materially and adversely affects the interests of the Noteholders, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 60 days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, a written notice specifying such incorrect representation or warranty and requiring it to be remedied and stating that such notice is a notice of Default hereunder; or

(e)           the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Trust Estate in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or ordering the winding-up or liquidation of the Issuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of 90 consecutive days; or

(f)           the commencement by the Issuer of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, or the consent by the Issuer to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or the making by the Issuer of any general assignment for the benefit of creditors,

26

or the failure by the Issuer generally to pay its debts as such debts become due, or the taking of any action by the Issuer in furtherance of any of the foregoing;

provided, however, that (A) if any delay or failure of performance referred to in clause (a) above shall have been caused by force majeure or other similar occurrences, the five Business Day grace period referred to in such clause (a) shall be extended for an additional 30 calendar days, (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by force majeure or other similar occurrences, such failure or delay shall not constitute an Event of Default for an additional 30 calendar days,  (C) if any delay or failure of performance referred to in clause (c) above shall have been caused by force majeure or other similar occurrences, the 90 day grace period referred to in such clause (c) shall be extended for an additional 30 calendar days and (D) if any delay or failure of performance referred to in clause (d) above shall have been caused by force majeure or other similar occurrences, the 60 day grace period referred to in such clause (d) shall be extended for an additional 30 calendar days.

For purposes of determining whether an Event of Default pursuant to Section 5.01(b) has occurred on the Final Scheduled Payment Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A-1 Final Scheduled Payment Date, meaning that Holders of Class A-1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A-1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A-2 Notes are required to be paid in full on or before the Class A-2 Final Scheduled Payment Date, meaning that Holders of Class A-2 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A-2 Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A-3 Notes are required to be paid in full on or before the Class A-3 Final Scheduled Payment Date, meaning that Holders of Class A-3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A-3 Initial Principal Balance together with all interest accrued thereon through such date; (iv) the Class A-4 Notes are required to be paid in full on or before the Class A-4 Final Scheduled Payment Date, meaning that Holders of Class A-4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A-4 Initial Principal Balance together with all interest accrued thereon through such date; and (v) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.

The Issuer shall deliver to the Indenture Trustee, within five days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any Default which with the giving of notice or the lapse of time would become an Event of Default under clause (c), the status of such Default and any action the Issuer is taking or proposes to take with respect thereto.

SECTION 5.02  Acceleration of Maturity; Rescission and Annulment.  If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, declare all

27

the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable.

At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each case, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

(a)           the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:

(i)           all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of the Notes if the Event of Default giving rise to such acceleration had not occurred; and

(ii)           all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective agents and counsel; and

(b)           all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12.

No such rescission shall affect any subsequent default or impair any right consequent thereto.

SECTION 5.03  Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.

(a)           The Issuer covenants that if (i) Default is made in the payment of any interest on any Note of the Controlling Class, so long as any amounts remain unpaid with respect to such Controlling Class of Notes, when the same becomes due and payable, and such default continues for a period of five Business Days, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable (as described in the penultimate paragraph of Section 5.01 hereof), the Issuer will, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on such Class of Notes for principal and interest, with interest upon the overdue principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the rate borne by the Notes and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.

28

(b)           In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.

(c)           If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and, incidentally thereto, the Certificateholder, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.

(d)           In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, then, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, the Indenture Trustee shall be entitled and empowered, by intervention in such Proceedings or otherwise:

(i)           to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and distributions unpaid in respect of the Certificate, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders and the Certificateholder allowed in such Proceedings;

(ii)           unless prohibited by applicable law and regulations, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;

(iii)           to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders or the Certificateholder and of the Indenture Trustee on their behalf; and

29

(iv)           to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee, the Holders of Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.

(e)           Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

(f)           All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes and, incidentally thereto, for the benefit of the Certificateholder.

(g)           In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

SECTION 5.04  Remedies; Priorities.

(a)           If an Event of Default under Section 5.01 shall have occurred and be continuing which results in the acceleration of the Notes (whether or not the Trust Estate is sold in one or more public or private sales as provided in Section 5.04(b)(iv)), and unless and until such acceleration has been rescinded, the Indenture Trustee will make payments on the Notes and the Certificate as set forth in Section 5.06(c) of the Sale and Servicing Agreement, rather than pursuant to Section 5.06(b) of the Sale and Servicing Agreement.

(b)           In accordance with Section 5.03, if an Event of Default shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.05):

30

(i)           institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes, or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such Notes moneys adjudged due;

(ii)           institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate;

(iii)           exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and

(iv)           sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law;  provided, however, that, notwithstanding anything in this Indenture to the contrary, the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event of Default described in Section 5.01(a) or (b), unless (A) the Holders of 100% of the Outstanding Amount of the Notes of the Controlling Class consent thereto or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds on an ongoing basis to make all payments of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of 66-2/3% of the Outstanding Amount of the Notes of the Controlling Class (acting together as a single Class).  In determining such sufficiency or insufficiency with respect to clause (B) and (C), the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.  In connection with any such sale, the Indenture Trustee will afford the Holders of each Class of Notes adequate advance notice and information as to the conduct of such sale such that any such Holders (acting individually, as Classes, as a single Class or otherwise) will be reasonably able to submit bids for the purchase of the assets to be liquidated, and that the Indenture Trustee will consider any and all such bids on the same basis that it considers any other bids submitted by any other party or parties.  The proceeds of such sale or liquidation (net of the expenses incurred by the Indenture Trustee in connection with the conduct thereof, which will be retained by the Indenture Trustee from such proceeds) will be treated as collections and deposited into the Collection Account by the Indenture Trustee for distribution to the Noteholders and the Certificateholder in accordance with the priorities specified in Section 5.06(c) of the Sale and Servicing Agreement.  The Indenture Trustee will have no liability with respect to the amount of such proceeds or the adequacy thereof to make payments in full of any Class of Notes or the Certificate.

The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section.  At least 15 days before such record date, the Issuer shall

31

mail to each Noteholder and the Indenture Trustee a notice that states the related record date, payment date and amount to be paid.

SECTION 5.05  Optional Preservation of the Receivables.  Except as provided in Section 5.04(b)(iv), if the Notes have been declared to be due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, unless otherwise directed by the Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, but need not, elect to maintain possession of the Trust Estate and direct the Issuer, Servicer and Administrator not to take steps to liquidate the Receivables.  It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Trust Estate.  In determining whether to maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

SECTION 5.06  Limitation of Suits.  No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default, and:

(a)           the Event of Default arises from the Servicer’s failure to remit payments when due or

(b)           the Holders of not less than 25% of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder and have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request and the Indenture Trustee for 30 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings.

It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided.

SECTION 5.07  Unconditional Rights of Noteholders To Receive Principal and Interest.  Notwithstanding any other provisions in this Indenture, the Holder of any Note (subject to the terms of the Sale and Servicing Agreement) shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Note on or after the respective due dates thereof expressed in such Note and in this Indenture (in each case with reference to the calculations to be made pursuant to the Sale and Servicing Agreement) and to

32

institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

SECTION 5.08  Restoration of Rights and Remedies.  If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in every such case the Issuer, the Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding had been instituted.

SECTION 5.09  Rights and Remedies Cumulative.  No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 5.10  Delay or Omission Not a Waiver.  No delay or omission of the Indenture Trustee or any Holder of any Note to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein.  Every right and remedy given by this Article V or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.

SECTION 5.11  Control by Noteholders.  The Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, that:

(i)           such direction shall not be in conflict with any rule of law or with this Indenture;

(ii)           any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes representing not less than percentages of the Outstanding Amount of the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicable; and

(iii)           the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction.

Notwithstanding the rights of Noteholders set forth in this Section, subject to Sections 5.07 and 6.01, the Indenture Trustee need not take any action that it determines would be illegal

33

or may not lawfully be taken, might subject it to personal liability or would be unduly prejudicial  to the rights of any Noteholders not consenting to such action.

SECTION 5.12  Waiver of Past Defaults.  Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.02 or the liquidation or sale of the Trust Estate pursuant to Section 5.04, the Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class (acting together as a single Class), without the consent of the Holder of the Certificate; may waive any past Default, Event of Default or Servicer Default and its consequences except a (a) Servicer Default in the deposit of collections or other required amounts into the Collection Account or Reserve Account, or (b) Default in respect of a covenant or provision hereof that cannot be modified or amended without the consent of the Holder of each Note.  In the case of any such waiver, the Issuer, the Indenture Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

SECTION 5.13  Undertaking for Costs.  All parties to this Indenture agree, and each Holder of any Note or Note Owner by such Holder’s acceptance of such Note or beneficial interest therein, as the case may be, shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to (a) any suit instituted by the Indenture Trustee, (b) any suit instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate more than 25% of the Outstanding Amount of Notes of the Controlling Class or (c) any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture.

SECTION 5.14  Waiver of Stay or Extension Laws.  The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

34

SECTION 5.15  Action on Notes.  The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture.  Neither the lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the Issuer.  Any money or property collected by the Indenture Trustee shall be applied in accordance with Section 5.06 of the Sale and Servicing Agreement.

SECTION 5.16  Performance and Enforcement of Certain Obligations.

(a)           Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its remedies under or in connection with the Receivables Purchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their respective obligations under the Sale and Servicing Agreement or the Receivables Purchase Agreement.

(b)           If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing or by telephone, confirmed in writing promptly thereafter) of the Holders of 66-2/3% of the Outstanding Amount of the Notes of the Controlling Class (acting together as a single Class), shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller and the Servicer under or in connection with the Sale and Servicing Agreement, against the Seller under or in connection with the Receivables Purchase Agreement, or against the Administrator under the Administration Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, the Servicer or the Administrator, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension, or waiver thereunder and any right of the Issuer to take such action shall be suspended.

ARTICLE VI

The Indenture Trustee

SECTION 6.01  Duties of Indenture Trustee.

(a)           The Indenture Trustee, both prior to and after the occurrence of a Servicer Default under the Sale and Servicing Agreement, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture.

35

(b)           The Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they conform on their face to the requirements of this Indenture.

(c)           No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misfeasance; provided, however, that:

(i)           the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture, the Indenture Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee, the permissive right of the Indenture Trustee to do things enumerated in this Indenture shall not be construed as a duty and, in the absence of bad faith on the part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Indenture Trustee and conforming on their face to the requirements of this Indenture;

(ii)           the Indenture Trustee shall not be personally liable for an error of judgment made in the absence of bad faith by a Trust Officer, unless it shall be proved that the Indenture Trustee was negligent in performing its duties in accordance with the terms of this Indenture; and

(iii)           the Indenture Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken in the absence of bad faith in accordance with the direction of the Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class (acting together as a single Class) relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee under this Indenture.  Moreover, if more than one Indenture Trustee has been appointed, each Indenture Trustee shall owe any and all fiduciary duties only to the Class or Classes of Notes on whose behalf it shall have been appointed.

(d)           The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under this Indenture, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(e)           All information obtained by the Indenture Trustee regarding the Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Indenture or otherwise, shall be maintained by the Indenture Trustee in confidence and shall not be disclosed to any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena.

36

(f)           Pursuant to Sections 3.02 and 4.08 of the Sale and Servicing Agreement, in the event that a Trust Officer of the Indenture Trustee discovers that a representation or warranty with respect to a Receivable was incorrect as of the time specified with respect to such representation and warranty or that a covenant of the Servicer has been breached, and such incorrectness or breach materially and adversely affects the interests of the Issuer, the Indenture Trustee shall give prompt written notice to the Servicer and the Owner Trustee of such incorrectness.

SECTION 6.02  Rights of Indenture Trustee.

(a)           Except as otherwise provided in Section 6.01:

(i)           the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(ii)           the Indenture Trustee may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in the absence of bad faith and in accordance with such Opinion of Counsel;

(iii)           the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities (including the reasonable fees of counsel) that may be incurred therein or thereby;

(iv)           the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in the absence of bad faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

(v)           the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any Servicer’s Certificate, resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the Notes of the Controlling Class (acting together as a single Class); provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by

37

the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors; and

(vi)           the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian.

(b)           No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06.

SECTION 6.03  Individual Rights of Indenture Trustee.  The Indenture Trustee in its individual or any other capacity may become the Holder, beneficial owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Indenture Trustee.  Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights.  However, in so doing the Indenture Trustee must comply with Sections 6.11 and 6.12.

SECTION 6.04  Indenture Trustee’s Disclaimer.  The Indenture Trustee makes no representations as to the validity or sufficiency of this Indenture or the Notes (other than the execution by the Indenture Trustee on behalf of the Trust of, and the certificate of authentication on, the Notes), or of the Certificate.  The Indenture Trustee shall have no obligation to perform any of the duties of the Servicer or the Administrator unless explicitly set forth in this Indenture, the Administration Agreement or the Sale and Servicing Agreement.  The Indenture Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of the Notes or any Receivable, any ownership interest in any Financed Vehicle, or the maintenance of any such ownership interest, or for or with respect to the efficacy of the Trust or its ability to generate the payments to be distributed to Noteholders under this Indenture, including without limitation the validity of the assignment of the Receivables to the Trust or of any intervening assignment; the existence, condition, location and ownership of any Receivable or Financed Vehicle; the existence and enforceability of any Insurance Policy; the existence and contents of any retail installment sales contract or any computer or other record thereof; the completeness of any retail installment sales contract; the performance or enforcement of any retail installment sales contract; the compliance by the Issuer with any covenant or the breach by the Issuer, Seller or Servicer of any warranty or representation made under this Indenture or in any Basic Document or other related document and the accuracy of any such warranty or representation prior to the Indenture Trustee’s receipt of notice or other discovery of any noncompliance therewith or any breach thereof; the acts or omissions of the Issuer, Seller or the Servicer; or any action by the Indenture Trustee taken at the instruction of the Servicer; provided, however, that the foregoing shall not relieve the Indenture Trustee of its obligation to perform its duties under this Indenture.  Except with respect to a claim based on the failure of the Indenture Trustee to perform its duties under this Indenture or based on the Indenture Trustee’s willful misconduct, bad faith or negligence, no recourse shall be had for any claim based on any

38

provision of this Indenture, the Notes or the Certificate or assignment thereof against the institution serving as the Indenture Trustee in its individual capacity.  The Indenture Trustee shall not have any personal obligation, liability or duty whatsoever to any Noteholder or any other Person with respect to any such claim, and any such claim shall be asserted solely against the Issuer or any indemnitor who shall furnish indemnity as provided in this Indenture.  The Indenture Trustee shall not be accountable for the use or application by the Issuer of any of the Notes or of the proceeds of such Notes, or for the use or application of any funds paid to the Servicer in respect of the Notes.  Anything in this Indenture to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

SECTION 6.05  Notice of Defaults.  If a Trust Officer of the Indenture Trustee has actual knowledge that a Default has occurred and is continuing, the Indenture Trustee shall mail to each Noteholder notice of such Default within 90 days of the discovery thereof.  Except in the case of a Default in payment of principal of or interest on any Note, the Indenture Trustee may withhold such notice if and so long as a committee of its Trust Officers in the absence of bad faith determines that withholding the notice is in the interests of Noteholders.

SECTION 6.06  Reports by Indenture Trustee to Holders.  The Indenture Trustee shall deliver or cause to be delivered annually to each Noteholder of record such information as may be required to enable such holder to prepare its federal and state income tax returns.

SECTION 6.07  Compensation and Indemnity.  The Issuer shall pay or shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services.  The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services.  Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts.  Pursuant to the terms of the Administration Agreement, the Administrator will indemnify or will cause the Servicer to indemnify the Indenture Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder.  The Indenture Trustee shall notify the Administrator and the Servicer promptly of any claim for which it may seek indemnity.  Failure by the Indenture Trustee to so notify the Administrator and the Servicer shall not relieve the Administrator or the Servicer of its obligations hereunder.  In case any such action is brought against the Indenture Trustee under this Section 6.07 and it notifies the Administrator of the commencement thereof, the Administrator will assume the defense thereof, with counsel reasonably satisfactory to the Indenture Trustee (who may, unless there is, as evidenced by an opinion of counsel to the Indenture Trustee stating that there is an unwaivable conflict of interest, be counsel to the Administrator), and neither the Administrator nor the Servicer will be liable to the Indenture Trustee under this Section for any legal or other expenses subsequently incurred by the Indenture Trustee in connection with the defense thereof, other than reasonable costs of investigation.  Neither the Administrator nor the Servicer need reimburse any expense or indemnify against any

39

loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith.

The Administrator’s, the Issuer’s and the Servicer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10.  When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) or (f) or the Seller incurs expenses after the occurrence of an Insolvency Event with respect to the Seller, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

SECTION 6.08  Replacement of Indenture Trustee.  The Indenture Trustee may resign at any time by providing written notice of its resignation to the Issuer.  The Administrator, on behalf of the Issuer, may remove the Indenture Trustee if:

(a)           the Indenture Trustee fails to comply with Section 6.11;

(b)           the Indenture Trustee is adjudged a bankrupt or insolvent;

(c)           a receiver or other public officer takes charge of the Indenture Trustee or its property; or

(d)           the Indenture Trustee otherwise becomes legally or practically incapable of fulfilling its duties hereunder.

If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator, on behalf of the Issuer, shall promptly appoint a successor Indenture Trustee.  No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.08.

A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, to the Servicer and to the Administrator.  Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture.  The successor Indenture Trustee shall mail a notice of its succession to Noteholders.  The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee.

If a successor Indenture Trustee does not take office within 30 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Administrator or the Holders of a majority in Outstanding Amount of the Notes of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may at any time thereafter petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.

40

Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s, the Servicer’s and the Administrator’s obligations under Section 6.07 shall continue for the benefit of the retiring Indenture Trustee.

SECTION 6.09  Successor Indenture Trustee by Merger.  If the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or transferee corporation without any further act shall be the successor Indenture Trustee if such surviving Person or transferee corporation or bank shall be otherwise qualified and eligible under Section 6.11.  The Indenture Trustee shall provide the Issuer, the Administrator and the Servicer reasonable prior written notice of any such transaction.  The Issuer shall provide the Rating Agencies notice of any such transaction upon receipt by it of the notice from the Indenture Trustee referred to in the immediately preceding sentence.

In case at the time such successor or successors by merger, conversion or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Indenture Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Indenture Trustee shall have.

SECTION 6.10  Appointment of Co-Indenture Trustee or Separate Indenture Trustee.

(a)           Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable.  No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.08 hereof.

(b)           Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i)           all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in and/or directing such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the

41

Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee;

(ii)           no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and

(iii)           the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c)           Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees as effectively as if given to each of them.  Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article VI.  Each separate trustee and co-trustee, upon its acceptance of the trusts thereupon conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee.  Every such instrument shall be filed with the Indenture Trustee.

(d)           Any separate trustee or co-trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.  If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

SECTION 6.11  Eligibility; Disqualification.  The Indenture Trustee shall at all times satisfy the requirements of TIA Section 310(a).  The Indenture Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition and it or its parent shall have a long-term debt rating of [____] or better by [__________] or shall otherwise be acceptable to [__________].  The Indenture Trustee shall comply with TIA Section 310(b), including the optional provision permitted by the second sentence of TIA Section 310(b)(9); provided, however, that there shall be excluded from the operation of TIA Section 310(b)(1) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(1) are met.

SECTION 6.12  Preferential Collection of Claims Against Issuer.  The Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b).  An Indenture Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated.

42

SECTION 6.13  Indenture Trustee as Paying Agent, Note Registrar and Securities Intermediary.  The rights, indemnities and standard of care of the Indenture Trustee set forth in this Article VI shall apply to [__________] in its capacities as Paying Agent, Note Registrar and Securities Intermediary to the same extent as they apply to the Indenture Trustee.

SECTION 6.14  Representations and Warranties of the Indenture Trustee.  The Indenture Trustee hereby represents and warrants to the Issuer and for the benefit of the Noteholders, that, as of the Closing Date:

(a)           Organization and Qualification. The Indenture Trustee is a banking corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of its formation. The Indenture Trustee is qualified as a foreign banking corporation in good standing and has obtained all necessary licenses and approvals for the Indenture Trustee to perform its obligations under this Indenture and the other Basic Documents to which it is a party.

(b)           Power, Authorization and Enforceability. The Indenture Trustee has the power and authority to execute deliver and perform the terms of this Indenture. The Indenture Trustee has authorized the execution, delivery and performance of the terms of this Indenture. This Indenture is the legal, valid and binding obligation of the Indenture Trustee enforceable against the Indenture Trustee, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors' rights or by general equitable principles.

(c)           No Conflicts and No Violation.  The execution and delivery by the Indenture Trustee of the Indenture and compliance with the terms thereof will not conflict with, or result in a violation or breach of, or constitute a default under any loan agreement, indenture, certificate, bond, note, resolution or any other agreement or instrument to which the Indenture Trustee is a party or by which it is bound, or, to the best knowledge of the Indenture Trustee after reasonable inquiry, any law or any rule, regulation, order or decree of any court or governmental agency or body having jurisdiction over the Indenture Trustee or any of its activities or properties (except that no representation, warranty or agreement is made by the Indenture Trustee with respect to any federal or state securities or “blue sky” law or regulations).

(d)           No Proceedings. To the Indenture Trustee's knowledge, there are no proceedings or investigations pending or overtly threatened in writing, before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Indenture Trustee: (i) asserting the invalidity of any of this Indenture or the Basic Documents to which it is a party, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by any of the Basic Documents to which it is a party or (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Indenture Trustee's ability to perform its obligations under, or the validity or enforceability of, this Indenture or any other Basic Document to which it is a party.

(e)           Eligibility. The Indenture Trustee satisfies the eligibility criteria set forth in this Indenture.

43

ARTICLE VII

Noteholders’ Lists and Reports

SECTION 7.01  Note Registrar To Furnish Names and Addresses of Noteholders.  The Note Registrar shall furnish or cause to be furnished to the Indenture Trustee, Owner Trustee, Servicer or Administrator, within 15 days after receipt by the Note Registrar of a written request therefrom, a list of the names and addresses of the Noteholders of any Class as of the most recent Record Date.  If three or more Holders of Notes of any Class, or one or more Holders of such Notes evidencing not less than 25% of the Outstanding Amount of such Notes (hereinafter referred to as “Applicants”), apply in writing to the Indenture Trustee, and such application states that the Applicants desire to communicate with other Noteholders with respect to their rights under this Indenture or under the Notes and such application is accompanied by a copy of the communication that such Applicants propose to transmit, then the Indenture Trustee shall, within five Business Days after the receipt of such application, afford such Applicants access, during normal business hours, to the current list of Noteholders.  The Indenture Trustee may elect not to afford the requesting Noteholders access to the list of Noteholders if it agrees to mail the desired communication by proxy, on behalf of and at the expense of the requesting Noteholders, to all Noteholders.  Every Noteholder, by receiving and holding a Note, agrees with the Indenture Trustee and the Issuer that none of the Indenture Trustee, the Owner Trustee, the Issuer, the Servicer or the Administrator shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Noteholders under this Indenture, regardless of the source from which such information was derived.

If the Indenture Trustee shall cease to be the Note Registrar, then thereafter the Administrator will furnish or cause to be furnished to the Indenture Trustee not more than five days after the most recent Record Date or at such other times as the Indenture Trustee reasonably may request in writing, a list, in such form as the Indenture Trustee reasonably may require, of the names and addresses of the Holders of Notes as of such Record Date.

SECTION 7.02  Preservation of Information; Communications to Noteholders.

(a)           The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.01 and the names and addresses of Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar.  The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.01 upon receipt of a new list so furnished.

(b)           Noteholders may communicate pursuant to TIA Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes.

(c)           The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA Section 312(c).

(d)           The Indenture Trustee shall provide prompt notice to Toyota Motor Credit Corporation and Toyota Auto Finance Receivables LLC (each, a “TMCC Party,” and together,

44

the “TMCC Parties”) of all demands received by the Indenture Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable.  If any such demand is made in non-written form, the Indenture Trustee shall request that such demand be put into writing and delivered to it; provided, however, that the Indenture Trustee shall notify the TMCC Parties regardless of whether any such demand is made in writing.  The obligations of the Indenture Trustee under the first two sentences of this Section 7.02(d) to notify the TMCC Parties of any such demand made in non-written form shall not be applicable during such time as the interpretations of the requirements of the Repurchase Rules and Regulations (as defined below) explicitly require reporting by TMCC Parties solely with respect to demands in written form.  The Indenture Trustee shall, upon written request of either TMCC Party, provide notification to the TMCC Parties with respect to any actions taken by the Indenture Trustee with respect to any such demand received by the Indenture Trustee in respect of any Receivables, such notifications to be provided by the Indenture Trustee as soon as practicable and in any event within five Business Days of receipt by the Indenture Trustee of such written request from either TMCC Party or such other time frame as may be mutually agreed to by the Indenture Trustee and the applicable TMCC Party.  Such notices shall be provided to the TMCC Parties at (i) Toyota Motor Credit Corporation at 19001 South Western Avenue NF10, Torrance, California 90501, Attention: Treasury Operations Department, (310) 468-4076, with a copy by electronic mail to TFS_Treasury_Operations@toyota.com, and with a copy to Toyota Motor Credit Corporation at 19001 South Western Avenue EF12, Torrance, California 90501, Attention: General Counsel, or at such other address or by such other means of communication as may be specified by Toyota Motor Credit Corporation to the Indenture Trustee from time to time, and (ii) Toyota Auto Finance Receivables LLC, 19851 South Western Avenue EF12, Torrance, California 90501, Attention: President, (310) 468-7333, or at such other address or by such other means of communication as may be specified by Toyota Auto Finance Receivables LLC to the Indenture Trustee from time to time.  The Indenture Trustee and the Issuer acknowledge and agree that the purpose of this Section 7.02(d) is to facilitate compliance by the TMCC Parties with Rule 15Ga-1 under the Securities Exchange Act of 1934, as amended, and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”).  The Indenture Trustee shall cooperate with reasonable written requests received by it from the TMCC Parties to deliver any and all records and any other information necessary in the good faith determination of the TMCC Parties to permit the TMCC Parties to comply with the provisions of Repurchase Rules and Regulations.  Subject to its duties explicitly set forth herein and in the other applicable Basic Documents, the Indenture Trustee shall not have any responsibility or liability in connection with the compliance of either TMCC Party or a securitizer with the Securities Exchange Act of 1934, as amended, or Regulation AB or any filing required to be made by TMCC Party or a securitizer under the Securities Exchange Act of 1934, as amended, or Regulation AB.

SECTION 7.03  Reports by Issuer.

(a)           The Issuer shall:

(i)           file with the Indenture Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Issuer

45

may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;

(ii)           file with the Indenture Trustee and the Commission in accordance with the rules and regulations prescribed from time to time by the Commission such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

(iii)           supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all Noteholders described in TIA Section 313(c)) such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (i) and (ii) of this Section 7.03(a) and by rules and regulations prescribed from time to time by the Commission.

(b)           Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on December 31 of each year.

SECTION 7.04  Reports by Indenture Trustee.  If required by TIA Section 313(a), within 60 days after each December 31, beginning in 20[__], the Indenture Trustee shall mail to each Noteholder as required by TIA Section 313(c) a brief report dated as of such date that complies with TIA Section 313(a).  The Indenture Trustee also shall comply with TIA Section 313(b).

A copy of each report at the time of its mailing to Noteholders shall be filed by the Indenture Trustee with the Commission and each stock exchange, if any, on which the Notes are listed.  The Issuer shall notify the Indenture Trustee if and when the Notes are listed on any stock exchange.

ARTICLE VIII

Accounts, Disbursements and Releases

SECTION 8.01  Collection of Money.  Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture.  The Indenture Trustee shall apply all such money received by it as provided in this Indenture.  Except as otherwise expressly provided in this Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Trust Estate, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings.  Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and any right to proceed thereafter as provided in Article V.

SECTION 8.02  Trust Accounts.

(a)           On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and, to the

46

extent set forth herein, the Certificateholder, the Collection Account as provided in Section 5.01 of the Sale and Servicing Agreement.

(b)           On or prior to the Closing Date, the Seller shall, pursuant to the Securities Account Control Agreement, establish and maintain with the Indenture Trustee, for the benefit of the Noteholders, the Reserve Account as provided in Section 5.07 of the Sale and Servicing Agreement.  Upon the execution and delivery by the parties hereto of this Indenture, the Indenture Trustee will deliver to the Securities Intermediary the Prohibition Notice provided for in the Securities Account Control Agreement.  In connection with the termination of this Indenture, the Indenture Trustee will deliver to the Securities Intermediary the Rescission of Prohibition Notice provided for in the Securities Account Control Agreement.

SECTION 8.03  [Reserved].

SECTION 8.04  General Provisions Regarding Accounts.

(a)           So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Collection Account shall be invested in Eligible Investments and reinvested by the Indenture Trustee at the written direction of the Servicer, subject to the provisions of Section 5.01 of the Sale and Servicing Agreement.  All income or other gain from investments of moneys deposited in the Collection Account shall be deposited by the Indenture Trustee in the Collection Account and paid to the Servicer as servicing compensation on each Payment Date, and any loss resulting from such investments in excess of such income or gain (against which such losses will first be applied) shall be charged to such account.  The Servicer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect.

(b)           So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Reserve Account shall be invested in Eligible Investments and reinvested by the Indenture Trustee (by delivery to the Securities Intermediary of appropriate Entitlement Orders) at the written direction of the Seller, subject to the provisions of Section 5.07 of the Sale and Servicing Agreement and the provisions of the Securities Account Control Agreement.  All income or other gain from investments of moneys deposited in the Reserve Account shall be paid by the Indenture Trustee to the Seller (by delivery to the Securities Intermediary of appropriate Entitlement Orders) on each Payment Date (i) prior to the occurrence of an Event of Default that results in an acceleration of the Notes that has not been rescinded under the Indenture and (ii) for so long as a Suspension Period (as defined in the Securities Account Control Agreement) is not continuing on such Payment Date, and such amounts paid to the Seller shall be released from the security interest of the Indenture Trustee and paid to the Seller on such Payment Date and shall not be available for payment of any other amounts due to the Noteholders or any other party.  Subject to the right of the Indenture Trustee to make withdrawals therefrom, as directed by the Servicer, for the purposes and in the amounts

47

set forth in Section 5.06 of the Sale and Servicing Agreement, the Reserve Account and all funds held therein shall be the property of the Seller and not the property of the Trust, the Owner Trustee or the Indenture Trustee.  The Seller will grant to the Indenture Trustee, for the benefit of the Noteholders, a security interest in all funds (including Eligible Investments, but not the income from such investments) in the Reserve Account (including the Reserve Account Initial Deposit) and the proceeds thereof, and the Indenture Trustee shall have all of the rights of a secured party under the UCC with respect thereto; provided, that, (i) prior to the occurrence of an Event of Default that results in an acceleration of the Notes that has not been rescinded under the Indenture and (ii) for so long as a Suspension Period (as defined in the Securities Account Control Agreement) is not continuing on such Payment Date, all income from the investment of funds in the Reserve Account and the right to receive such income are retained by the Seller and are not transferred, assigned or otherwise conveyed hereunder.  The Seller will not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in the Reserve Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Seller shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect.

(c)           Subject to Section 6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in the Collection Account or Reserve Account resulting from any loss on any Eligible Investment included therein at the direction of the Servicer or Seller, as the case may be, except for losses attributable to the Indenture Trustee’s failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with the terms thereof.

(d)           If (i) the Servicer or Seller shall have failed to give investment directions for any funds on deposit in the Collection Account and Reserve Account, as the case may be, to the Indenture Trustee by 11:00 a.m. Eastern Time (or such other time as may be agreed by the Issuer and Indenture Trustee) on any Business Day or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.02 or (iii) if such Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Eligible Investments specified in clause (h) of the definition of Eligible Investments provided in the Sale and Servicing Agreement.

SECTION 8.05  Release of Trust Estate.

(a)           Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in such property, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture.  No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s

48

authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys.

(b)           The Indenture Trustee shall, at such time as there are no Notes outstanding, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to or to the order of the Issuer or, in the case of the Reserve Account, to the Seller, any funds then on deposit in the Collection Account and Reserve Account, as the case may be.  The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.05(b) only upon receipt of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01.

SECTION 8.06  Opinion of Counsel.  The Indenture Trustee shall receive at least seven days notice when requested by the Issuer to take any action pursuant to Section 8.05(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate.  Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

ARTICLE IX

Supplemental Indentures

SECTION 9.01  Supplemental Indentures Without Consent of Noteholders.

(a)           Subject to Section 9.03, without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:

(i)           to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property;

(ii)           to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;

49

(iii)           to add to the covenants of the Issuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuer;

(iv)           to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;

(v)           to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or

(vi)           to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA;

The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.

(b)           The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with prior notice to the Rating Agencies, but without the consent of any of the Holders of the Notes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such action will not materially and adversely affect the interest of any Noteholder or (ii) the Rating Agency Condition has been satisfied in respect of such action.

SECTION 9.02  Supplemental Indentures with Consent of Noteholders.  Subject to Section 9.03, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders under this Indenture.

The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder.  The Indenture Trustee shall not be liable for any such determination made in the absence of bad faith.

50

It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof.

Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture.  Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

SECTION 9.03  Limitations on Supplemental Indentures.  The Issuer and the Indenture Trustee, in accordance with Sections 9.01 and 9.02 above, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note if their respective interests are affected thereby:

(a)           change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture, to the extent provided in Article V, requiring the application of funds available therefor to the payment of any such amount due on the Notes on or after the respective due dates thereof;

(b)           reduce the percentage of the Outstanding Amount of the Controlling Class of Notes (or the Notes of any Class, as applicable), the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;

(c)           modify or alter the provisions of the proviso to the definition of the terms “Outstanding” or “Controlling Class”;

(d)           reduce the percentage of the Outstanding Amount of the Controlling Class of Notes (or the Notes of any Class, as applicable) required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04;

(e)           modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;

(f)           modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any

51

Payment Date (including the calculation of any of the individual components of such calculation);

(g)           permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or

(h)           modify or alter the provisions hereof regarding the voting of Notes held by the Indenture Trustee, the Owner Trustee, TMCC or any of its Affiliates or the Trust.

SECTION 9.04  Execution of Supplemental Indentures.  In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modification thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and subject to Sections 6.01 and 6.02, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture.  The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise.

SECTION 9.05  Effect of Supplemental Indenture.  Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and shall be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuer, the Holders of the Notes and the Certificateholder shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

SECTION 9.06  Conformity with Trust Indenture Act.  Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article IX shall conform to the requirements of the Trust Indenture Act as then in effect so long as this Indenture shall then be qualified under the Trust Indenture Act.

SECTION 9.07  Reference in Notes to Supplemental Indentures.  Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture.  If the Issuer or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.

ARTICLE X

Termination of the Trust

52

SECTION 10.01  Termination of the Trusts Created by Indenture.

(a)           The trusts created hereby and the respective obligations and responsibilities of the Issuer and the Indenture Trustee shall terminate upon (i) the purchase as of any Payment Date by the Servicer, or any successor to the Servicer, at its option of the Receivables primarily comprising the corpus of the Trust Estate as described in Section 10.02, (ii) the payment to the Noteholders of all amounts required to be paid to them pursuant to this Agreement and the release to the Owner Trustee of all remaining amounts or investments on deposit in the Collection Account and the release to the Seller of the amounts held in the Reserve Account or (iii) the maturity or liquidation of the last Receivable and the disposition of all property held as part of the Trust Estate; provided, however, that in no event shall the trust created by this Indenture continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James, living on the date of this Indenture.  The Indenture Trustee shall promptly notify the Issuer and the Administrator of any prospective termination pursuant to this Section.  The Issuer shall provide the Rating Agencies notice of any such termination upon receipt by it of the notice from the Indenture Trustee referred to in the immediately preceding sentence.

(b)           Notice of any termination, specifying the Payment Date upon which the Noteholders must surrender their Notes to the Indenture Trustee for payment of the final distribution and retirement of the Notes, shall be given promptly by the Indenture Trustee (at the written direction of the Administrator) by letter to Noteholders mailed not later than the 15th day and not earlier than the 30th day prior to the date on which such final distribution is expected to occur specifying (i) the Payment Date upon which final payment of the Notes shall be made upon presentation and surrender of Notes at the office of the Indenture Trustee therein specified, (ii) the amount of any such final payment and (iii) if applicable, that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Notes at the office of the Indenture Trustee therein specified.  The Indenture Trustee shall give such notice to the Note Registrar (if other than the Indenture Trustee) at the time such notice is given to Noteholders.  In the event such notice is given, the Seller, the Servicer, or any successor to the Servicer, or the Indenture Trustee, as the case may be, shall make deposits into the Collection Account in accordance with Section 5.02 of the Sale and Servicing Agreement, or, in the case of an optional purchase of Receivables pursuant to Section 10.02, shall deposit the amount specified in Section 10.02.  Upon presentation and surrender of the Notes, the Indenture Trustee shall cause to be distributed to Noteholders amounts distributable on such Payment Date pursuant to Section 5.06 of the Sale and Servicing Agreement.

SECTION 10.02  Optional Purchase of All Receivables.  If the Servicer, or any successor to the Servicer, shall notify the Owner Trustee and the Indenture Trustee of its intention to exercise the option granted to it in Section 9.01 the Sale and Servicing Agreement to repurchase the corpus of the Trust Estate, then the Indenture Trustee shall give written notice thereof to each Securityholder, the Issuer and the Administrator as soon as practicable after their receipt of notice from the Servicer.  Upon deposit by the Servicer or successor to the Servicer of the amount necessary to effect such purchase of the corpus of the Trust Estate, the Indenture Trustee shall make the final distributions to the Noteholders pursuant to Section 4.01 (the date of such payment to Noteholders, the “Redemption Date”) and Certificateholders as set forth in Section

53

5.06 of the Sale and Servicing Agreement and Section 10.01 hereof and shall promptly transfer all of its right, title and interest in and to any amounts or investments remaining on deposit in the Collection Account and all of its rights to make withdrawals from the Reserve Account (excluding any portion thereof necessary to make distributions to Noteholders described in Section 3.03) to the Owner Trustee for the benefit of the Certificateholder and release from the lien of this Indenture all of the remaining Collateral.  The Indenture Trustee shall execute, deliver and file all agreements, certificates, instruments or other documents necessary or reasonably requested by the Owner Trustee in order to affect such release and the transfer to the Owner Trustee of the Collateral.

ARTICLE XI

Miscellaneous

SECTION 11.01  Compliance Certificates and Opinions, etc.

(a)           Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall, upon written request therefor from the Indenture Trustee, furnish to the Indenture Trustee (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no such written request from the Indenture Trustee need be furnished (and only such expressly required documents need be delivered in connection therewith).

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(i)           a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

(ii)           a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii)           a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv)           a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

54

(b)           Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.01(a) or elsewhere in this Indenture, furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited.

(c)           Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signatory thereof as to the matters described in Section 11.01(b) above, the Issuer shall also deliver to the Indenture Trustee an Independent Certificate as to the same matters, if the fair value to the Issuer of the securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates delivered pursuant to Section 11.01(b) and this Section 11.01(c) is 10% or more of the Outstanding Amount of the Notes, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Issuer as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the Outstanding Amount of the Notes.

(d)           Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof.

SECTION 11.02  Form of Documents Delivered to Indenture Trustee.  In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which such officer’s certificate or opinion is based are erroneous.  Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, the Seller, the Issuer or the Administrator, stating that the information with respect to such factual matters is in the possession of the Servicer, the Seller, the Issuer or the Administrator, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

55

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report.  The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

SECTION 11.03  Acts of Noteholders.

(a)           Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer.  Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Action” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section.

(b)           The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient.

(c)           The ownership of Notes shall be proved by the Note Register.

(d)           Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

SECTION 11.04  Notices, etc., to Indenture Trustee, Issuer, Administrator and Rating Agencies.  Any request, demand, authorization, direction, notice, consent, waiver or Action of Noteholders or other documents provided or permitted by this Indenture shall be in writing and if such request, demand, authorization, direction, notice, consent, waiver or Action of Noteholders is to be made upon, given or furnished to or filed with:

(a)           the Indenture Trustee by any Noteholder or by the Issuer shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Indenture Trustee at its Corporate Trust Office, with a copy to: [__________], or

56

(b)           the Issuer by the Indenture Trustee or by any Noteholder shall be sufficient for every purpose hereunder if in writing and mailed first-class, postage prepaid to the Issuer addressed to:  Toyota Auto Receivables 20[__]-[__] Owner Trust, at the Corporate Trust Office (as defined in the Trust Agreement), with copies to: (i) [__________], (ii) Toyota Auto Receivables 20[__]-[__] Owner Trust, 19001 South Western Avenue NF10, Torrance, California 90501, Attention: Treasury Operations Department, (310) 468-4076, with a copy by electronic mail to TFS_Treasury_Operations@toyota.com, and (iii) Toyota Auto Receivables 20[__]-[__] Owner Trust, 19001 South Western Avenue EF12, Torrance, California 90501, Attention: General Counsel, or at any other address previously furnished in writing to the Indenture Trustee by the Issuer or the Administrator.  The Issuer shall promptly transmit any notice received by it from the Noteholders to the Indenture Trustee, or

(c)           the Administrator by the Indenture Trustee or by the Issuer shall be sufficient for every purpose hereunder made, given, furnished or filed in writing to or with the Indenture Trustee at (i) Toyota Motor Credit Corporation, 19001 South Western Avenue NF10, Torrance, California 90501, Attention: Treasury Operations Department, (310) 468-4076, with a copy by electronic mail to TFS_Treasury_Operations@toyota.com, and (iii) Toyota Motor Credit Corporation, 19001 South Western Avenue EF12, Torrance, California 90501, Attention: General Counsel, or at any other address previously furnished in writing to the Indenture Trustee by the Issuer or the Administrator

Notices required to be given to the Rating Agencies by the Issuer shall be in writing, personally delivered or mailed by certified mail, return receipt requested, to (i) in the case of [__________], at the following address: [__________], (ii) in the case of [__________], at the following address: [__________]; or as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.

SECTION 11.05  Notices to Noteholders; Waiver.  Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) (a) in the case of Book-Entry Notes, upon delivery to the Clearing Agency in writing and (b) in the case of Definitive Notes, when mailed, first-class, postage prepaid to each Noteholder affected by such event, at his address as it appears on the Note Register, in each case being delivered or mailed, as the case may be, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.  In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders

57

when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.

Where this Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute a Default or Event of Default.

SECTION 11.06  Alternate Payment and Notice Provisions.  Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuer may enter into any agreement with any Holder of a Note providing for a method of payment, or notice by the Indenture Trustee or any Paying Agent to such Holder, that is different from the methods provided for in this Indenture for such payments or notices.  The Issuer will furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee will cause payments to be made and notices to be given in accordance with such agreements.

SECTION 11.07  Conflict with Trust Indenture Act.  If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

The provisions of TIA Sections 310 through 317 that impose duties on any person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.

SECTION 11.08  Effect of Headings and Table of Contents.  The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 11.09  Successors and Assigns.  All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not.  All agreements of the Indenture Trustee in this Indenture shall bind its successors, co-trustees and agents.

SECTION 11.10  Severability.  If any one or more of the covenants, agreements, provisions or terms of this Indenture shall be for any reason whatsoever held invalid or unenforceable in any jurisdiction, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Indenture and shall in no way affect the validity or enforceability of the other provisions of this Indenture or of the Notes or the Certificate or the rights of the Holders thereof.

SECTION 11.11  Benefits of Indenture.  Nothing in this Indenture or the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Owner Trustee, the Administrator, the Servicer and the Noteholders, and any other party secured hereunder, and any other Person with an ownership interest in any part of the Trust Estate, any benefit or any legal or equitable right, remedy or claim under this Indenture.

58

SECTION 11.12  Governing Law.  This Indenture shall be governed by and construed in accordance with the laws of the state of New York, without reference to its conflict of law provisions (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.  Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction.

SECTION 11.13  Counterparts.  This Indenture may be executed simultaneously in any number of counterparts, each of which shall be deemed to be an original, and all of which shall constitute but one and the same instrument.

SECTION 11.14  Recording of Indenture.  If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuer and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Indenture Trustee or any other counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.

SECTION 11.15  Trust Obligation.  No recourse may be taken, directly or indirectly, with respect to the representations, warranties, covenants, agreements and obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or the Certificate or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any Certificateholder or other owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any Certificateholder or other owner of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee, in their capacities as such, have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.  For all purposes of this Indenture, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.

SECTION 11.16  No Petition.  The Indenture Trustee, by entering into this Indenture, and each Noteholder (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates), by accepting a Note, hereby covenant and agree that they will not at any time acquiesce, petition or otherwise invoke or cause the Issuer or the Seller to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuer or the Seller under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the

59

Issuer or the Seller, as the case may be, or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer or the Seller, in connection with any obligations relating to the Notes, the Certificates, this Agreement or any of the Basic Documents prior to the date that is one year and one day after the date on which this Indenture is terminated.  This Section 11.16 shall survive the termination of this Indenture and the termination of the Indenture Trustee under this Agreement.

SECTION 11.17  Inspection.  The Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuer’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuer, to make copies and extracts therefrom, to cause (at the expense of the requesting party) such books to be audited by Independent certified public accountants, and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s officers, employees, and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested.  The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder.

SECTION 11.18  Intent of the Parties; Reasonableness.  The Indenture Trustee and Issuer acknowledge and agree that the purpose of Sections 3.09 of this Agreement is to facilitate compliance by the Issuer and the Seller with the provisions of Regulation AB and related rules and regulations of the Commission.

Neither the Issuer nor the Administrator (acting on behalf of the Issuer) shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act).  The Indenture Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer (or the Administrator, acting on behalf of the Issuer) in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.  In connection with this transaction, the Indenture Trustee shall cooperate fully with the Issuer (or the Administrator, acting on behalf of the Issuer) to deliver to the Issuer (or the Administrator, acting on behalf of the Issuer), any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer (or the Administrator, acting on behalf of the Issuer) to permit the Issuer to comply with the provisions of Regulation AB, together with such disclosures relating to the Indenture Trustee, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer (or the Administrator, acting on behalf of the Issuer) to be necessary in order to effect such compliance.

The Issuer (or the Administrator, acting on behalf of the Issuer) shall cooperate with the Indenture Trustee by providing timely notice of requests for information under these provisions

60

and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer to comply with Regulation AB.

61

IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture to be duly executed by their respective officers, thereunto duly authorized and duly attested, all as of the day and year first above written.

TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST

By: [__________], not in its individual capacity but solely as Owner Trustee

By:           _____________________________

Name:

Title:

[__________], as Indenture Trustee and Securities Intermediary

By: _____________________________________

       Name:

       Title:

By: _____________________________________

       Name:

       Title:

SCHEDULE I

PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

          In addition to the representations, warranties and covenants contained in the Indenture, the Issuer hereby represents, warrants and covenants to the Indenture Trustee as follows on the Closing Date:

General

          1.       The Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables and the other Collateral in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Issuer.

          2.       The Receivables constitute “chattel paper” (including “tangible chattel paper” and “electronic chattel paper”) “accounts,” “instruments” or “general intangibles” within the meaning of the applicable UCC.

          3.       Each Receivable is secured by a first priority validly perfected security interest in the related Financed Vehicle in favor of TMCC, as secured party, or all necessary actions with respect to such Receivable have been taken or will be taken to perfect a first priority security interest in the related Financed Vehicle in favor of TMCC, as secured party.

          4.       Each Trust Account constitutes either a “deposit account” or a “securities account” within the meaning of the UCC.

Creation

          5.       Immediately prior to the sale, transfer, assignment and conveyance of a Receivable by the Seller to the Issuer, the Seller owned and had good and marketable title to such Receivable free and clear of any Lien and immediately after the sale, transfer, assignment and conveyance of such Receivable to the Issuer, the Issuer will have good and marketable title to such Receivable free and clear of any Lien.

Perfection

          6.       The Issuer has caused or will have caused, within ten days after the effective date of the Indenture, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the Indenture Trustee hereunder; and the Servicer, in its capacity as custodian, has in its possession the original copies of such instruments or tangible chattel paper that constitute or evidence the Receivables, and all financing statements referred to in this paragraph contain a statement that: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party.”

          7.       With respect to Receivables that constitute instruments or tangible chattel paper, either:

Schedule I-1

(i)       all original executed copies of each such instrument or tangible chattel paper have been delivered to the Indenture Trustee; or

(ii)       such instruments or tangible chattel paper are in the possession of the Servicer and the Indenture Trustee has received a written acknowledgment from the Servicer that the Servicer (in its capacity as custodian) is holding such instruments or tangible chattel paper solely on behalf and for the benefit of the Indenture Trustee; or

 (iii)       the Servicer received possession of such instruments or tangible chattel paper after the Indenture Trustee received a written acknowledgment from the Servicer that the Servicer is acting solely as agent of the Indenture Trustee.

          8.       With respect to the Trust Accounts that constitute deposit accounts, either:

 (i)       the Issuer has delivered to the Indenture Trustee a fully executed agreement pursuant to which the bank maintaining the deposit accounts has agreed to comply with all instructions originated by the Indenture Trustee directing disposition of the funds in such Trust Accounts without further consent by the Issuer; or

 (ii)       the Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of such Trust Accounts.

          9.       With respect to the Trust Accounts that constitute securities accounts or securities entitlements, either:

 (i)       the Issuer has delivered to the Indenture Trustee a fully executed agreement pursuant to which the securities intermediary has agreed to comply with all instructions originated by the Indenture Trustee relating to such Trust Accounts without further consent by the Issuer; or

 (ii)       the Issuer has taken all steps necessary to cause the securities intermediary to identify in its records the Indenture Trustee as the Person having a security entitlement against the securities intermediary in each of such Trust Accounts.

Priority

          10.       Other than the security interest granted to the Indenture Trustee under the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables.  The Issuer has not authorized the filing of, and is not aware of, any financing statements against the Issuer that include a description of collateral covering the Receivables other than any financing statement (i) relating to the conveyance of the Receivables by TMCC to the Seller under the Receivables Purchase Agreement, (ii) relating to the conveyance of the Receivables by the Seller to the Issuer under the Sale and Servicing Agreement, (iii) relating to the security interest granted to the Indenture Trustee under the Indenture or (iv) that has been terminated.

          11.       The Issuer is not aware of any material judgment, ERISA or tax lien filings against the Issuer.

Schedule I-2

          12.       Neither the Issuer nor a custodian or vaulting agent thereof holding any Receivable that is electronic chattel paper has communicated an “authoritative copy” (as such term is used in Section 9-105 of the UCC) of any loan agreement that constitutes or evidences such Receivable to any Person other than the Servicer.

          13.       None of the instruments, tangible chattel paper or electronic chattel paper that constitute or evidence the Receivables has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Seller, the Issuer or the Indenture Trustee.

          14.       No Trust Account that constitutes a securities account or securities entitlement is in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the securities intermediary of any such Trust Account to comply with entitlement orders of any Person other than the Indenture Trustee.

          15.       No Trust Account that constitutes a deposit account is in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining such Trust Account to comply with instructions of any Person other than the Indenture Trustee.

Survival of Perfection Representations

          16.       Notwithstanding any other provision of the Indenture or any other Basic Document, the perfection representations, warranties and covenants contained in this Schedule I shall be continuing, and remain in full force and effect until such time as all obligations under the Indenture have been finally and fully paid and performed.

No Waiver

          17.       The Issuer shall provide the Rating Agencies with prompt written notice of any material breach of the perfection representations, warranties and covenants contained in this Schedule I, and shall not, without satisfying the Rating Agency Condition, waive a breach of any of such perfection representations, warranties or covenants.

Issuer to Maintain Perfection and Priority

          18.       The Issuer covenants that, in order to evidence the interests of the Indenture Trustee under this Indenture, the Issuer shall take such action, or execute and deliver such instruments as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the Receivables. The Issuer shall, from time to time and within the time limits established by law, prepare and file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Receivables as a first-priority interest.

Schedule I-3

EXHIBIT A-1

FORM OF CLASS A-1 NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.  OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR TOYOTA AUTO FINANCE RECEIVABLES LLC, TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR SALES, U.S.A., INC., TOYOTA FINANCIAL SERVICES CORPORATION, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.  THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT.

EACH PURCHASER AND TRANSFEREE OF THIS NOTE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT EITHER THAT (A) IT IS NOT ACQUIRING THIS NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO A LAW SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE OR (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A NON-EXEMPT VIOLATION UNDER ANY OTHER SUBSTANTIALLY SIMILAR LAW.

A-1-1

No. 1	$[__________]
	CUSIP No.: [__________]
	ISIN No.: [__________]

TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST

 [____]% ASSET BACKED NOTES, CLASS A-1

Toyota Auto Receivables 20[__]-[__] Owner Trust, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of [________] ($[________]) payable on each Payment Date in an amount equal to the aggregate amount, if any, payable from the Collection Account in respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the Indenture, dated as of [________], 20[__], between the Issuer and [__________], a [__________], as Indenture Trustee (the “Indenture Trustee”) and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement, dated as of [________], 20[__], between the Issuer, TAFR LLC, as Seller, and TMCC, as Servicer (which amounts will be limited to the portion of Available Collections available to make the payments specified in such Sections); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Payment Date occurring in [________] 20[__] (the “Class A-1 Final Scheduled Payment Date”) and the Payment Date described in Section 10.01 of the Indenture.  Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture and the Sale and Servicing Agreement, as the case may be.

The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.01 of the Indenture and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement.  Interest on this Note will accrue from, and including, each Payment Date (or, in the case of the first Payment Date, from, and including, the Closing Date) to, but excluding, the subsequent Payment Date.  Interest will be computed on the basis specified in the Indenture for each Interest Period.  Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note is payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.  All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

A-1-2

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Dated:  [________], 20[__]

TOYOTA AUTO RECEIVABLES 20[__]-[__]

OWNER TRUST

By: [__________], not in its individual capacity but solely as Owner Trustee under the Trust Agreement

By:           _________________________________

Authorized Signatory

A-1-3

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Dated:  [________], 20[__]

[__________],

not in its individual capacity but solely as Indenture Trustee,

By:           _________________________________

Authorized Signatory

A-1-4

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its [____]% Asset Backed Notes, Class A-1 (herein called the “Class A-1 Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes.  The Class A-1 Notes are subject to all terms of the Indenture.

The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes (collectively, the “Class A Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.  The Class B Notes are subordinated in right of payment to the Class A Notes, and are secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class A-1 Notes will be payable on each Payment Date in an amount described in the Indenture.  “Payment Date” means the [__] day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing in [________] 20[__].

Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable (i) on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee or the Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single class, have declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture, (ii) following the termination or liquidation of the Trust Estate in connection with the exercise by the Servicer of its option to purchase the Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.02 of the Indenture or (iii) within 90 days of certain Insolvency Events with respect to TAFR LLC.  If any such event occurs, all principal payments on the Notes will be made first, to the Holders of the Class A-1 Notes until the Class A-1 Notes have been paid in full, second, pro rata, based upon their respective unpaid principal balance, to Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes until each such Class of the Notes has been paid in full, and third, to the Class B Notes until the Class B Notes have been paid in full.

Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered in the Note Register on the Record Date.  Such payment will be made to such Person’s as appears on the Note Register on such Record Date by wire transfer to the account specified by the registered holder of any Note with a face amount of at least $10,000,000.  Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.  If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed or transmitted by facsimile prior to such Payment Date, and the amount then due and payable

A-1-5

shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in The City of New York.

The Issuer shall pay interest on overdue installments of interest at the Class A-1 Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee as set forth in Section 2.04 of the Indenture, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees.  No service charge will be charged for any registration of transfer or exchange of this Note, but the Noteholder may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee, in their capacities as such, have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.  The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

Each Noteholder or Note Owner that is not TMCC, TAFR LLC or an Affiliate of either of them, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder or Note Owner will not at any time institute against the Seller or  the Issuer, or join in any institution against the Seller or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents.

A-1-6

The Issuer has entered into the Indenture and this Note is issued with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Trust Estate.  Each Noteholder, by acceptance of a Note (and each Note Owner by acceptance of a beneficial interest in a Note), agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture, in some cases without the consent of the Holders of any Class of Notes and in other cases with the consent of Holders of only the Controlling Class of Notes.  Section 5.12 of the Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the outstanding principal amount of the Notes of the Controlling Class, as specified therein, on behalf of the Holders of all the Notes of such Classes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.  The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions (other than Section 5-1401 of the General Obligations Law of the State of New York), and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the

A-1-7

principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

A-1-8

ASSIGNMENT

Social Security or taxpayer I.D.  or other identifying number of assignee:__________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

___________________________________________________________________________

                                                      (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints  ,

attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:                                */

Signature Guaranteed:

__________________*/

*/ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever.  Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-1-9

EXHIBIT A-2

FORM OF CLASS A-[2][3][4] NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.  OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR TOYOTA AUTO FINANCE RECEIVABLES LLC, TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR SALES, U.S.A., INC., TOYOTA FINANCIAL SERVICES CORPORATION, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.  THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT.

EACH PURCHASER AND TRANSFEREE OF THIS NOTE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT EITHER THAT (A) IT IS NOT ACQUIRING THIS NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO A LAW SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE OR (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A NON-EXEMPT VIOLATION UNDER ANY OTHER SUBSTANTIALLY SIMILAR LAW.

A-2-1

No. 1	$[__________]
	CUSIP No. [__________]
	ISIN No. : [__________]

TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST

 [____]% ASSET BACKED NOTES, CLASS A-[2][3][4]

Toyota Auto Receivables 20[__]-[__] Owner Trust, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of [__________] DOLLARS ($[__________]) payable on each Payment Date in an amount equal to [the result obtained by multiplying (i) a fraction the numerator of which is $[__________] and the denominator of which is $[__________] by (ii)] the aggregate amount, if any, payable from the Collection Account in respect of principal on the Class A-[2][3][4] Notes pursuant to Section 3.01 of the Indenture, dated as of [________], 20[__], between the Issuer and [__________], a [__________], as Indenture Trustee (the “Indenture Trustee”) and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement, dated as of [________], 20[__], between the Issuer, TAFR LLC, as Seller, and TMCC, as Servicer (which amounts will be limited to the portion of Available Collections available to make the payments specified in such Sections); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Payment Date occurring in [__________], 20[__] (the “Class A-[2][3][4] Final Scheduled Payment Date”) and the Payment Date described in Section 10.01 of the Indenture.  Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture and the Sale and Servicing Agreement, as the case may be.

The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.01 of the Indenture and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement.  Interest on this Note will accrue from (and including) the [__] day of each calendar month to (but excluding) the [__] day of the succeeding calendar month, except that the first interest accrual period will be from (and including) the Closing Date to (but excluding) [________], 20[__].  Interest will be computed on the basis specified in the Indenture for each Interest Period.  Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note is payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.  All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

A-2-2

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

A-2-3

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Dated:  [________], 20[__]

TOYOTA AUTO RECEIVABLES 20[__]-[__]

OWNER TRUST

By: [__________], not in its individual capacity but solely as Owner Trustee under the Trust Agreement

By:           ___________________________________

Authorized Signatory

A-2-4

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Dated:  [________], 20[__]

[__________],                                not in its individual capacity but solely as Indenture Trustee

By:           ___________________________________

Authorized Signatory

A-2-5

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its [____]% Asset Backed Notes, Class A-[2][3][4] (herein called the “Class A-[2][3][4] Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes.  The Class A-[2][3][4] Notes are subject to all terms of the Indenture.

The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes (collectively, the “Class A Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.  The Class B Notes are subordinated in right of payment to the Class A Notes, and are secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class A-[2][3][4] Notes will be payable on each Payment Date in an amount described in the Indenture.  “Payment Date” means the [__] day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing in [________] 20[__].

Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable (i) on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee or the Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single class, have declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture, (ii) following the termination or liquidation of the Trust Estate in connection with the exercise by the Servicer of its option to purchase the Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.02 of the Indenture or (iii) within 90 days of certain Insolvency Events with respect to TAFR LLC.  If any such event occurs, all principal payments on the Notes will be made first, to the Holders of the Class A-1 Notes until the Class A-1 Notes have been paid in full, second, pro rata, based upon their respective unpaid principal balance, to Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes until each such Class of the Notes has been paid in full, and third, to the Class B Notes until the Class B Notes have been paid in full.

Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered in the Note Register on the Record Date.  With respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee, except for the final installment of principal payable with respect to such Note on a Payment Date or on the applicable Final Scheduled Payment Date, which shall be payable as provided below.  Such payment will be made to such Person as appears on the Note Register on such Record Date by wire transfer to the account specified by the registered holder of any Note with a face amount of at least $10,000,000.  Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.  If funds

A-2-6

are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed or transmitted by facsimile prior to such Payment Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in The City of New York.

The Issuer shall pay interest on overdue installments of interest at the Class A-[2][3][4] Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee as set forth in Section 2.04 of the Indenture, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees.  No service charge will be charged for any registration of transfer or exchange of this Note, but the Noteholder may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee, in their capacities as such, have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.  The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder or Note Owner will not at any time institute against the Seller or

A-2-7

the Issuer, or join in any institution against the Seller or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents.

The Issuer has entered into the Indenture and this Note is issued with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Trust Estate.  Each Noteholder, by acceptance of a Note (and each Note Owner by acceptance of a beneficial interest in a Note), agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture, in some cases without the consent of the Holders of any Class of Notes and in other cases with the consent of Holders of only the Controlling Class of Notes.  Section 5.12 of the Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the outstanding principal amount of the Notes of the Controlling Class, as specified therein, on behalf of the Holders of all the Notes of such Classes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.  The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions (other than Section 5-1401 of the General Obligations Law of the State of New York), and the obligations,

A-2-8

 rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

A-2-9

ASSIGNMENT

Social Security or taxpayer I.D.  or other identifying number of assignee:___________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

___________________________________________________________________________

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:                                */

Signature Guaranteed:

___________________*/

*/ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever.  Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-2-10

EXHIBIT A-3

FORM OF CLASS B NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.  OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR TOYOTA AUTO FINANCE RECEIVABLES LLC, TOYOTA MOTOR CREDIT CORPORATION, TOYOTA MOTOR SALES, U.S.A., INC., TOYOTA FINANCIAL SERVICES CORPORATION, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.  THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT.

EACH PURCHASER AND TRANSFEREE OF THIS NOTE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT EITHER THAT (A) IT IS NOT ACQUIRING THIS NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO A LAW SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE OR (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A NON-EXEMPT VIOLATION UNDER ANY OTHER SUBSTANTIALLY SIMILAR LAW.

A-3-1

No. 1	$[__________]
	CUSIP No. [__________]
	ISIN No. : [__________]

TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST

 [____]% ASSET BACKED NOTES, CLASS B

Toyota Auto Receivables 20[__]-[__] Owner Trust, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of [__________] ($[__________]) payable on each Payment Date in an amount equal the aggregate amount, if any, payable from the Collection Account in respect of principal on the Class B Notes pursuant to Section 3.01 of the Indenture, dated as of [________], 20[__], between the Issuer and [__________], a [__________], as Indenture Trustee (the “Indenture Trustee”) and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement, dated as of [________], 20[__], between the Issuer, TAFR LLC, as Seller, and TMCC, as Servicer (which amounts will be limited to the portion of Available Collections available to make the payments specified in such Sections); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Payment Date occurring in [________] 20[__] (the “Class B Final Scheduled Payment Date”) and the Payment Date described in Section 10.01 of the Indenture.  Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture and the Sale and Servicing Agreement, as the case may be.

The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.01 of the Indenture and Sections 5.06(b) and 5.06(c) of the Sale and Servicing Agreement.  Interest on this Note will accrue from (and including) the [__] day of each calendar month to (but excluding) the [__] day of the succeeding calendar month, except that the first interest accrual period will be from (and including) the Closing Date to (but excluding) [________], 20[__].  Interest will be computed on the basis specified in the Indenture for each Interest Period.  Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note is payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.  All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

A-3-2

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

A-3-3

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Dated:  [________], 20[__]

TOYOTA AUTO RECEIVABLES 20[__]-[__]

OWNER TRUST

By: [__________], not in its individual capacity but solely as Owner Trustee under the Trust Agreement

By:           ___________________________________

Authorized Signatory

A-3-4

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Dated:  [________], 20[__]

[__________],                                not in its individual capacity but solely as Indenture Trustee

By:           ___________________________________

Authorized Signatory

A-3-5

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its [____]% Asset Backed Notes, Class B (herein called the “Class B Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes.  The Class B Notes are subject to all terms of the Indenture.

The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes (collectively, the “Class A Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.  The Class B Notes are subordinated in right of payment to the Class A Notes, and are secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class B Notes will be payable on each Payment Date in an amount described in the Indenture.  “Payment Date” means the [__] day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing in [________] 20[__].

Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable (i) on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee or the Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single class, have declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture, (ii) following the termination or liquidation of the Trust Estate in connection with the exercise by the Servicer of its option to purchase the Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.02 of the Indenture or (iii) within 90 days of certain Insolvency Events with respect to TAFR LLC.  If any such event occurs, all principal payments on the Notes will be made first, to the Holders of the Class A-1 Notes until the Class A-1 Notes have been paid in full, second, pro rata, based upon their respective unpaid principal balance, to Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes until each such Class of the Notes has been paid in full, and third, to the Class B Notes until the Class B Notes have been paid in full.

Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered in the Note Register on the Record Date.  With respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee, except for the final installment of principal payable with respect to such Note on a Payment Date or on the applicable Final Scheduled Payment Date, which shall be payable as provided below.  Such payment will be made to such Person as appears on the Note Register on such Record Date by wire transfer to the account specified by the registered holder of any Note with a face amount of at least $10,000,000.  Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.  If funds

A-3-6

are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed or transmitted by facsimile prior to such Payment Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in The City of New York.

The Issuer shall pay interest on overdue installments of interest at the Class B Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee as set forth in Section 2.04 of the Indenture, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees.  No service charge will be charged for any registration of transfer or exchange of this Note, but the Noteholder may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee, in their capacities as such, have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.  The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder or Note Owner will not at any time institute against the Seller or

A-3-7

the Issuer, or join in any institution against the Seller or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents.

The Issuer has entered into the Indenture and this Note is issued with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Trust Estate.  Each Noteholder, by acceptance of a Note (and each Note Owner by acceptance of a beneficial interest in a Note), agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture, in some cases without the consent of the Holders of any Class of Notes and in other cases with the consent of Holders of only the Controlling Class of Notes.  Section 5.12 of the Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the outstanding principal amount of the Notes of the Controlling Class, as specified therein, on behalf of the Holders of all the Notes of such Classes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.  The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions (other than Section 5-1401 of the General Obligations Law of the State of New York), and the obligations,

A-3-8

rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

A-3-9

ASSIGNMENT

Social Security or taxpayer I.D.  or other identifying number of assignee:__________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

___________________________________________________________________________

                                                      (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints  ,

attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:                                */

Signature Guaranteed:

__________________*/

*/ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever.  Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-3-10

EXHIBIT B

(Form of Note Depository Agreement)

B-1

EXHIBIT C

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by the Indenture Trustee, shall address, at a minimum, the criteria identified as below as “Applicable Servicing Criteria”:

Reference	Criteria
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the receivables are maintained.	N/A
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	N/A
	Cash Collection and Administration
1122(d)(2)(i)	Payments on receivables are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	X
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	N/A
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.

C-1

Reference	Criteria
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	N/A
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of receivables serviced by the Servicer.
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	X
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	X
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	X

C-2

Reference	Criteria
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on receivables is maintained as required by the transaction agreements or related receivables documents.
1122(d)(4)(ii)	Receivables and related documents are safeguarded as required by the transaction agreements
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
1122(d)(4)(iv)	Payments on receivables, including any payoffs, made in accordance with the related receivables documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related receivables documents.
1122(d)(4)(v)	The Servicer’s records regarding the receivables agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s receivables (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with usual customary procedures.
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with usual customary procedures.
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a receivable is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent receivables including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for receivables with variable rates are computed based on the related receivables documents.	N/A

C-3

Reference	Criteria
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s receivables documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable receivables documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related receivables, or such other number of days specified in the transaction agreements.	N/A
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	N/A
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	N/A
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	N/A
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	N/A

By:           _______________________________

Name:

Title:

C-4

EX-4.3

Exhibit 4.3

SALE AND SERVICING AGREEMENT

among

TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST,

as Issuer,

TOYOTA AUTO FINANCE RECEIVABLES LLC,

as Seller,

and

TOYOTA MOTOR CREDIT CORPORATION,

as Servicer and Sponsor

Dated as of [________], 20[__]

TABLE OF CONTENTS

Page

ARTICLE I	DEFINITIONS	1
SECTION 1.01	Definitions	1
SECTION 1.02	Usage of Terms	20
ARTICLE II	CONVEYANCE OF RECEIVABLES	20
SECTION 2.01	Conveyance of Receivables	20
SECTION 2.02	Custody of Receivables Files	22
SECTION 2.03	Acceptance by Owner Trustee	23
ARTICLE III	THE RECEIVABLES	23
SECTION 3.01	Representations and Warranties of the Seller with Respect to the Receivables	23
SECTION 3.02	Remedies	27
SECTION 3.03	Duties of Servicer as Custodian	27
SECTION 3.04	Instructions; Authority To Act	28
SECTION 3.05	Custodian’s Indemnification	28
SECTION 3.06	Effective Period and Termination	29
ARTICLE IV	ADMINISTRATION AND SERVICING OF RECEIVABLES	29
SECTION 4.01	Duties of Servicer	29
SECTION 4.02	Collection and Allocation of Receivable Payments	30
SECTION 4.03	[Reserved]	31
SECTION 4.04	Realization upon Receivables	31
SECTION 4.05	Physical Damage Insurance	32
SECTION 4.06	Maintenance of Security Interests in Financed Vehicles	32
SECTION 4.07	Covenants of Servicer	32
SECTION 4.08	Remedies	33
SECTION 4.09	Servicing Fee and Expenses	33
SECTION 4.10	Servicer’s Certificate	33
SECTION 4.11	Annual Statement as to Compliance; Notice of Default	34
SECTION 4.12	Assessment of Compliance and Accountants’ Attestation	34
SECTION 4.13	Access to Certain Documentation and Information Regarding Receivables	35
SECTION 4.14	Appointment of Subservicer	35

-i-

TABLE OF CONTENTS

(continued)

Page

SECTION 4.15	Amendments to Schedule of Receivables	36
SECTION 4.16	Reports to Securityholders and Rating Agencies	37
SECTION 4.17	Information to be Provided by the Servicer	37
SECTION 4.18	Remedies	37
ARTICLE V	ACCOUNTS; PAYMENTS AND DISTRIBUTIONS; STATEMENTS TO SECURITYHOLDERS	38
SECTION 5.01	Establishment of Collection Account	38
SECTION 5.02	Collections	39
SECTION 5.03	Application of Collections	40
SECTION 5.04	[Reserved]	40
SECTION 5.05	Additional Deposits	40
SECTION 5.06	Payments and Distributions	40
SECTION 5.07	Reserve Account	43
SECTION 5.08	[Reserved]	45
SECTION 5.09	Statements to Certificateholder and Noteholders	45
SECTION 5.10	Net Deposits	46
ARTICLE VI	THE SELLER	47
SECTION 6.01	Representations of Seller	47
SECTION 6.02	Company Existence	48
SECTION 6.03	Liability of Seller; Indemnities	48
SECTION 6.04	Merger or Consolidation of, or Assumption of the Obligations of, Seller	49
SECTION 6.05	Limitation on Liability of Seller and Others	50
SECTION 6.06	Seller May Own Certificate or Notes	50
ARTICLE VII	THE SERVICER	50
SECTION 7.01	Representations of Servicer	50
SECTION 7.02	Indemnities of Servicer	51
SECTION 7.03	Merger or Consolidation of, or Assumption of the Obligations of, Servicer	53
SECTION 7.04	Limitation on Liability of Servicer and Others	53
SECTION 7.05	TMCC Not To Resign as Servicer	54

-ii-

TABLE OF CONTENTS

(continued)

Page

ARTICLE VIII	DEFAULT	54
SECTION 8.01	Servicer Default	54
SECTION 8.02	Appointment of Successor	55
SECTION 8.03	Compensation Payable	57
SECTION 8.04	Notification	57
ARTICLE IX	TERMINATION	57
SECTION 9.01	Optional Purchase of All Receivables	57
SECTION 9.02	Termination of the Trust Agreement	58
ARTICLE X	MISCELLANEOUS	58
SECTION 10.01	Amendment	58
SECTION 10.02	Protection of Title to Trust	60
SECTION 10.03	Notices	61
SECTION 10.04	Assignment by the Seller or the Servicer	62
SECTION 10.05	Limitations on Rights of Others	62
SECTION 10.06	Severability	62
SECTION 10.07	Separate Counterparts	62
SECTION 10.08	Headings	62
SECTION 10.09	Governing Law	62
SECTION 10.10	Assignment by Issuer	63
SECTION 10.11	Nonpetition Covenants	63
SECTION 10.12	Limitation of Liability of Owner Trustee and Indenture Trustee	63
SECTION 10.13	Intent of the Parties; Reasonableness	63

-iii-

TABLE OF CONTENTS

(continued)

Page

SCHEDULE A	Location of Receivables Files	SA-1
SCHEDULE B	Perfection Representations, Warranties and Covenants	SB-1
EXHIBIT A	Form of Servicer’s Certificate	A-1
EXHIBIT B	Form of Annual Certification	B-1
EXHIBIT C	Servicing Criteria to be Addressed in Assessment of Compliance	C-1

-iv-

SALE AND SERVICING AGREEMENT, dated as of [________], 20[__], among TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST, a Delaware statutory trust (the “Issuer”), TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company (“TAFR LLC” or the “Seller”), and TOYOTA MOTOR CREDIT CORPORATION, a California corporation (“TMCC,” the “Sponsor” or the “Servicer”).

WHEREAS the Issuer desires to purchase a portfolio of receivables arising in connection with retail installment sales contracts secured by new and used passenger cars, minivans, light-duty trucks or sport utility vehicles generated by Toyota Motor Credit Corporation in the ordinary course of business and sold to the Seller;

WHEREAS the Seller is willing to sell such receivables to the Issuer; and

WHEREAS the Servicer is willing to service such receivables;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01Definitions.  Except as otherwise provided in this Agreement, whenever used herein, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

“Actual Payment” means, with respect to a Receivable and a Collection Period, all payments received by the Servicer from or for the account of the related Obligor on such Receivable during such Collection Period (and, in the case of the first Collection Period, all payments received by the Servicer from or for the account of such Obligor since the Cutoff Date through the last day of such Collection Period), net of any Supplemental Servicing Fees attributable to such Receivable.

“Adjusted Pool Balance” means, on the Closing Date, an amount equal to:

(a)           the Original Pool Balance, minus

(b)           the Yield Supplement Overcollateralization Amount

and means, on any Payment Date, an amount (not less than zero) equal to:

(a)           the Pool Balance as of the last day of the related Collection Period, minus

(b)           the Yield Supplement Overcollateralization Amount.

“Administration Agreement” means the Administration Agreement, dated as of [________], 20[__], among the Administrator, the Issuer and the Indenture Trustee.

1

“Administrative Purchase Payment” means, with respect to a Payment Date and to an Administrative Receivable purchased by the Servicer during the related Collection Period, the sum of (a) the unpaid Principal Balance owed by the Obligor in respect of such Receivable plus (b) interest on such unpaid Principal Balance at a rate equal to the related APR to the last day in the related Collection Period.

“Administrative Receivable” means a Receivable which the Servicer is required to purchase pursuant to Section 4.08 or which the Servicer has elected to purchase pursuant to Section 9.01.

“Administrator” means TMCC, or any successor Administrator under the Administration Agreement.

“Affiliate” means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person.  For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the term “controlling” and “controlled” have meanings correlative to the foregoing.

“Agreement” means this Sale and Servicing Agreement among the Toyota Auto Receivables 20[__]-[__] Owner Trust, as Issuer, TAFR LLC, as seller, and TMCC, as servicer, as the same may be amended or supplemented from time to time.

“Amount Financed” in respect of a Receivable means the aggregate amount advanced under such Receivable toward the purchase price of the related Financed Vehicle and any related costs, including but not limited to accessories, insurance premiums, service and warranty contracts and other items customarily financed as part of retail passenger car, minivan, light-duty truck and sport utility vehicle installment sales contracts.

“Annual Percentage Rate” or “APR” of a Receivable means the annual rate of finance charges specified in such Receivable.

“Available Collections” means, with respect to any Payment Date, the total of the following amounts received by the Servicer on or in respect of the Receivables during (or for application with respect to) the related Collection Period (computed in accordance with the Simple Interest Method):

(a)           the sum of all (i) collections on or in respect of all Receivables other than Defaulted Receivables, (ii) all proceeds with respect to an Insurance Policy, (iii) Net Liquidation Proceeds, (iv) all Warranty Purchase Payments and (v) all Administrative Purchase Payments, less

(b)           the sum of all late fees, extension fees and other administrative fees and expenses or similar charges allowed by applicable law with respect to the Receivables.

“Basic Documents” means the Receivables Purchase Agreement, the Trust Agreement, the Certificate of Trust, this Sale and Servicing Agreement, the Indenture, the

2

Administration Agreement, the Securities Account Control Agreement and the Note Depository Agreement and the other documents and certificates delivered in connection herewith and therewith.

“Basic Servicing Fee” means the fee payable to the Servicer on each Payment Date, calculated pursuant to Section 4.09, for services rendered during the related Collection Period, which shall be equal to one-twelfth of the Servicing Fee Rate, multiplied by the aggregate Principal Balance of the Receivables as of the first day of the related Collection Period.

“Book-Entry Notes” means beneficial interests in the Notes, ownership and transfer of which shall be made through book entries by a Clearing Agency as described in Section 2.10 of the Indenture.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in New York, New York or Wilmington, Delaware are authorized or obligated by law, regulation, executive order or governmental decree to be closed.

“Certificate” means the certificate evidencing beneficial ownership interest of the Issuer, issued pursuant to the Trust Agreement.

“Certificateholder” means the registered holder of the Certificate.

“Class” means a group of Notes whose form is identical (except for variation in denomination, principal amount or owner), and references to “each Class” thus means each of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes or the Class B Notes.

“Class A Note Balance” as of any date of determination, means the aggregate of the outstanding principal balances of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes.

“Class A Notes” means collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.

“Class A-1 Final Scheduled Payment Date” means the Payment Date in [________] 20[__].

“Class A-1 Initial Principal Balance” means $[__________].

“Class A-1 Interest Carryover Shortfall” means, with respect to any Payment Date, the excess, if any, of (x) the Class A-1 Interest Distributable Amount for such Payment Date and any outstanding Class A-1 Interest Carryover Shortfall from the immediately preceding Payment Date (together with interest on such outstanding Class A-1 Interest Carryover Shortfall at the Class A-1 Rate, to the extent lawful, calculated on the same basis as interest on the Class A-1 Notes for the same period), over (y) the amount of interest distributed to the Class A-1 Noteholders on such Payment Date.

3

“Class A-1 Interest Distributable Amount” means the amount of interest accrued during the related Interest Period (calculated on the basis of the actual number of days in such Interest Period and a year assumed to consist of 360 days) on the Class A-1 Principal Balance as of the immediately preceding Payment Date (after giving effect to payments of principal made on such immediately preceding Payment Date) at the Class A-1 Rate or, in the case of the first Payment Date, on the Class A-1 Initial Principal Balance.

“Class A-1 Note” means any of the [____]% Asset Backed Notes, Class A-1, issued under the Indenture substantially in the form attached thereto as Exhibit A-1.

“Class A-1 Noteholder” means any Person in whose name a Class A-1 Note is registered in the Note Register.

“Class A-1 Principal Balance” as of any date means the Class A-1 Initial Principal Balance less all amounts paid to the holders of Class A-1 Notes in respect of principal pursuant to Section 5.06 hereof.

“Class A-1 Rate” means [____]% per annum (computed on the basis of the actual number of days elapsed during the relevant Interest Period and a 360-day year).

“Class A-2 Final Scheduled Payment Date” means the Payment Date in [________] 20[__].

“Class A-2 Initial Principal Balance” means $[__________].

“Class A-2 Interest Carryover Shortfall” means, with respect to any Payment Date, the excess, if any, of (x) the Class A-2 Interest Distributable Amount for such Payment Date and any outstanding Class A-2 Interest Carryover Shortfall from the immediately preceding Payment Date (together with interest on such outstanding Class A-2 Interest Carryover Shortfall at the Class A-2 Rate, to the extent lawful, calculated on the same basis as interest on the Class A-2 Notes for the same period), over (y) the amount of interest distributed to the Class A-2 Noteholders on such Payment Date.

“Class A-2 Interest Distributable Amount” means the amount of interest accrued during the related Interest Period (calculated on the basis of a 360 day year consisting of twelve 30 day months) on the Class A-2 Principal Balance as of the immediately preceding Payment Date (after giving effect to payments of principal made on such immediately preceding Payment Date) at the Class A-2 Rate or, in the case of the first Payment Date, on the Class A-2 Initial Principal Balance.

“Class A-2 Note” means any of the [____]% Asset Backed Notes, Class A-2, issued under the Indenture substantially in the form attached thereto as Exhibit A-1.

“Class A-2 Noteholder” means any Person in whose name a Class A-2 Note is registered in the Note Register.

4

“Class A-2 Principal Balance” as of any date means the Class A-2 Initial Principal Balance less all amounts paid to the holders of Class A-2 Notes in respect of principal pursuant to Section 5.06 hereof.

“Class A-2 Rate” means [____]% per annum (computed on the basis of a 360 day year consisting of twelve 30 day months).

“Class A-3 Final Scheduled Payment Date” means the Payment Date in [________] 20[__].

“Class A-3 Initial Principal Balance” means $[__________].

“Class A-3 Interest Carryover Shortfall” means, with respect to any Payment Date, the excess, if any, of (x) the Class A-3 Interest Distributable Amount for such Payment Date and any outstanding Class A-3 Interest Carryover Shortfall from the immediately preceding Payment Date (together with interest on such outstanding Class A-3 Interest Carryover Shortfall at the Class A-3 Rate, to the extent lawful, calculated on the same basis as interest on the Class A-3 Notes for the same period), over (y) the amount of interest distributed to the Class A-3 Noteholders on such Payment Date.

“Class A-3 Interest Distributable Amount” means the amount of interest accrued during the related Interest Period (calculated on the basis of a 360 day year consisting of twelve 30 day months) on the Class A-3 Principal Balance as of the immediately preceding Payment Date (after giving effect to payments of principal made on such immediately preceding Payment Date) at the Class A-3 Rate or, in the case of the first Payment Date, on the Class A-3 Initial Principal Balance.

“Class A-3 Note” means any of the [____]% Asset Backed Notes, Class A-3, issued under the Indenture substantially in the form attached thereto as Exhibit A-1.

“Class A-3 Noteholder” means any Person in whose name a Class A-3 Note is registered in the Note Register.

“Class A-3 Principal Balance” as of any date means the Class A-3 Initial Principal Balance less all amounts paid to the holders of Class A-3 Notes in respect of principal pursuant to Section 5.06 hereof.

“Class A-3 Rate” means [____]% per annum (computed on the basis of a 360 day year consisting of twelve 30 day months).

“Class A-4 Final Scheduled Payment Date” means the Payment Date in [________] 20[__].

“Class A-4 Initial Principal Balance” means $[__________].

“Class A-4 Interest Carryover Shortfall” means, with respect to any Payment Date, the excess, if any, of (x) the Class A-4 Interest Distributable Amount for such Payment Date and any outstanding Class A-4 Interest Carryover Shortfall from the immediately preceding

5

Payment Date (together with interest on such outstanding Class A-4 Interest Carryover Shortfall at the Class A-4 Rate, to the extent lawful, calculated on the same basis as interest on the Class A-4 Notes for the same period), over (y) the amount of interest distributed to the Class A-4 Noteholders on such Payment Date.

“Class A-4 Interest Distributable Amount” means the amount of interest accrued during the related Interest Period (calculated on the basis of a 360 day year consisting of twelve 30 day months) on the Class A-4 Principal Balance as of the immediately preceding Payment Date (after giving effect to payments of principal made on such immediately preceding Payment Date) at the Class A-4 Rate or, in the case of the first Payment Date, on the Class A-4 Initial Principal Balance.

“Class A-4 Note” means any of the [____]% Asset Backed Notes, Class A-4, issued under the Indenture substantially in the form attached thereto as Exhibit A-1.

“Class A-4 Noteholder” means any Person in whose name a Class A-4 Note is registered in the Note Register.

“Class A-4 Principal Balance” as of any date means the Class A-4 Initial Principal Balance less all amounts paid to the holders of Class A-4 Notes in respect of principal pursuant to Section 5.06 hereof.

“Class A-4 Rate” means [____]% per annum (computed on the basis of a 360 day year consisting of twelve 30 day months).

“Class B Final Scheduled Payment Date” means the Payment Date in [________] 20[__].

“Class B Initial Principal Balance” means $[__________].

“Class B Interest Carryover Shortfall” means, with respect to any Payment Date, the excess, if any, of (x) the Class B Interest Distributable Amount for such Payment Date and any outstanding Class B Interest Carryover Shortfall from the immediately preceding Payment Date (together with interest on such outstanding Class B Interest Carryover Shortfall at the Class B Rate, to the extent lawful, calculated on the same basis as interest on the Class B Notes for the same period), over (y) the amount of interest distributed to the Class B Noteholders on such Payment Date.

“Class B Interest Distributable Amount” means the amount of interest accrued during the related Interest Period (calculated on the basis of a 360 day year consisting of twelve 30 day months) on the Class B Principal Balance as of the immediately preceding Payment Date (after giving effect to payments of principal made on such immediately preceding Payment Date) at the Class B Rate or, in the case of the first Payment Date, on the Class B Initial Principal Balance.

“Class B Note” means any of the [____]% Asset Backed Notes, Class B, issued under the Indenture substantially in the form attached thereto as Exhibit A-2.

6

“Class B Note Balance” as of any date of determination, means the outstanding principal balance of the Class B Notes.

“Class B Noteholder” means any Person in whose name a Class B Note is registered in the Note Register.

“Class B Principal Balance” as of any date means the Class B Initial Principal Balance less all amounts paid to the holders of Class B Notes in respect of principal pursuant to Section 5.06 hereof.

“Class B Rate” means [____]% per annum (computed on the basis of a 360 day year consisting of twelve 30 day months).

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

“Closing Date” means [________], 20[__].

“Code” means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.

“Collateral” should have the meaning described thereto in Section 2.01(b).

“Collection Account” means the account or accounts designated as such and established and maintained pursuant to Section 5.01.

“Collection Period” means, with respect to any Payment Date, the calendar month immediately preceding the month in which such Payment Date occurs (and, in the case of the first Collection Period, the period from (but excluding) the Cutoff Date through the last day of the calendar month immediately preceding the month in which such Payment Date occurs).

“Commission” means the Securities and Exchange Commission, and any successor thereto.

“Controlling Class” has the meaning set forth in the Indenture.

“Current Receivable” means each Receivable that is not a Defaulted Receivable or a Liquidated Receivable.

“Customary Servicing Practices” means, with respect to the management, servicing, administration and making of collections on the Receivables, the performance of such actions with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to comparable automotive receivables that it services for itself or others.

7

“Cutoff Date” means the close of business on [________], 20[__].

“Dealer” means the dealer of passenger cars, minivans, light-duty trucks or sport utility vehicles who sold a Financed Vehicle and who originated and assigned the Receivable relating to such Financed Vehicle to TMCC under an existing agreement between such dealer and TMCC.

“Dealer Recourse” means, with respect to a Receivable, all recourse rights against the Dealer that originated the Receivable, and any successor Dealer, in respect of breaches of representations and warranties relating to the origination of the related Receivables and the perfection of the security interests in the related Financed Vehicles.

“Defaulted Receivable” means a Receivable (other than an Administrative Receivable or a Warranty Receivable) as to which (a) all or any part of a Scheduled Payment is 120 or more days past due, or (b) if all or any part of a Scheduled Payment is less than 120 days past due, the Servicer has, in accordance with its Customary Servicing Practices, (i) determined that eventual payment in full is unlikely, (ii) repossessed and liquidated the related Financed Vehicle or (iii) repossessed and held the related Financed Vehicle in its repossession inventory for 90 days, whichever of clauses (i), (ii) or (iii) occurs first.

“Definitive Notes” shall have the meaning ascribed thereto in Section 2.10 of the Indenture.

“Depositor” means the Seller in its capacity as Depositor under the Trust Agreement.

“Determination Date” means, with respect to any Payment Date, the second Business Day preceding such Payment Date.

“DTC” means The Depository Trust Company, and its successors.

“Eligible Deposit Account” means either (a) a segregated account with an Eligible Institution or (b) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as any of the securities of such depository institution shall have a credit rating from [__________] of at least “[____]”, if it is a Rating Agency, and a credit rating from each other Rating Agency in one of its generic rating categories that signifies investment grade.

“Eligible Institution” means a depository institution or trust company (which may be the Owner Trustee, the Indenture Trustee or any of their respective Affiliates) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank) (a) which at all times has either (i) a long-term senior unsecured debt rating of “[____]” or better by [__________], “[____]” or better by [__________] or such other rating that is acceptable to each Rating Agency, as evidenced by a letter from such Rating Agency to the Issuer or the Indenture Trustee, (ii) a certificate of deposit rating of “[____]” by [__________], “[____]” by [__________] or (iii) such other rating that is

8

acceptable to each Rating Agency, as evidenced by a letter from such Rating Agency to the Issuer or the Indenture Trustee and (b) whose deposits are insured by the Federal Deposit Insurance Corporation.

“Eligible Investments” means, at any time, any one or more of the following obligations and securities:

(a)           obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency thereof, provided such obligations are backed by the full faith and credit of the United States;

(b)           general obligations of or obligations guaranteed by FNMA, or (ii) any state of the United States, the District of Columbia or the Commonwealth of Puerto Rico then rated the highest available credit rating of each Rating Agency for such obligations;

(c)           certificates of deposit issued by any depository institution or trust company (including the Indenture Trustee) incorporated under the laws of the United States or of any state thereof, the District of Columbia or the Commonwealth of Puerto Rico and subject to supervision and examination by banking authorities of one or more of such jurisdictions, provided that the short-term unsecured debt obligations of such depository institution or trust company are then rated the highest available rating of each Rating Agency for such obligations;

(d)           certificates of deposit, commercial paper, demand or time deposits of, bankers’ acceptances issued by, or federal funds sold by, any depository institution or trust company (including the Indenture Trustee or any Affiliate of the Indenture Trustee) incorporated under the laws of the United States or any State and subject to supervision and examination by federal and/or State banking authorities and the deposits of which are fully insured by the Federal Deposit Insurance Corporation, so long as at the time of such investment or contractual commitment providing for such investment either such depository institution or trust company is an Eligible Institution (or if such investment will mature after more than one month, the long-term, unsecured debt of the issuer has the highest available rating from each Rating Agency) or as to which the Rating Agency Condition is satisfied;

(e)           certificates of deposit issued by any bank, trust company, savings bank or other savings institution that is an Eligible Institution and is fully insured by the FDIC (or if such investment will mature after more than one month, the long-term, unsecured debt of the issuer has the highest available rating from each Rating Agency);

(f)           repurchase obligations held by the Indenture Trustee that are acceptable to the Indenture Trustee with respect to any security described in clauses (a), (b) or (g) hereof or any other security issued or guaranteed by any other agency or instrumentality of the United States, in either case entered into with a federal agency or a depository institution or trust company (acting as principal) described in clause (d) above (including the Indenture Trustee); provided, however, that repurchase obligations entered into with any particular depository institution or trust company (including the Indenture Trustee) will not be Eligible Investments to the extent that the aggregate principal amount of such repurchase obligations with such depository institution or trust company held by the Indenture Trustee on behalf of the Noteholders or the

9

Seller, as the case may be, shall exceed 10% of either the Pool Balance or of the principal balance of all the face amount of all Eligible Investments so held thereby;

(g)           securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any State (including commercial paper of the Sponsor or any of its Affiliates) so long as at the time of such investment or contractual commitment providing for such investment (i) the long-term, unsecured debt, or if such securities are commercial paper, the short-term unsecured debt, of such corporation has the highest available rating from each Rating Agency or (ii) as to which the Rating Agency Condition is satisfied;

(h)           money market funds, mutual funds or other pooled investment vehicle so long as such funds are rated “[____]” by [__________] (so long as [__________] is a Rating Agency) and “[____]” by [__________] (so long as [__________] is a Rating Agency), including any such fund for which the Indenture Trustee or an Affiliate thereof serves as an investment advisor, administrator, shareholder servicing agent and/or custodian or subcustodian, and notwithstanding that (i) such Person charges and collects fees and expenses from such funds for services rendered, (ii) such Person charges and collects fees and expenses for services rendered pursuant to the Trust Agreement, the Indenture or the Securities Account Control Agreement and (iii) services performed for such funds and pursuant to any such agreement may converge at any time.  Each of the Seller and the Servicer hereby specifically authorizes the Indenture Trustee, Owner Trustee, Securities Intermediary or an Affiliate thereof to charge and collect all fees and expenses from such funds for services rendered to such funds, in addition to any fees and expenses such Person may charge and collect for services rendered pursuant to any such Agreement;

(i)           investments in Eligible Investments maintained in “sweep accounts,” short-term asset management accounts and the like utilized for the investment, on an overnight basis, of residual balances in investment accounts maintained at the Indenture Trustee or any other depository institution or trust company (including the Indenture Trustee) incorporated under the laws of the United States or any State and subject to supervision and examination by federal and/or State banking authorities and the deposits of which are fully insured by the Federal Deposit Insurance Corporation, so long as at the time of such investment or contractual commitment providing for such investment either such depository institution or trust company is an Eligible Institution (or if such investment will mature after more than one month, the long-term, unsecured debt of the issuer has the highest available rating from each Rating Agency) or as to which the Rating Agency Condition is satisfied; and

(j)           such other investments acceptable to each Rating Agency (as approved in writing by each Rating Agency) as will not result in the downgrading or withdrawal of the ratings then assigned by such Rating Agency to any of the Notes; provided that each of the foregoing investments shall mature no later than the Payment Date next succeeding such investment, and shall be required to be held to such maturity.

None of the foregoing will be considered an Eligible Investment if:

10

(1)           it constitutes a certificated security, bankers’ acceptance, commercial paper, negotiable certificate of deposit or other obligation that constitutes “financial assets” within the meaning of Section 8-102(a)(9)(c) of the UCC unless a security entitlement with respect to such Eligible Investment has been created, in favor of the Indenture Trustee or Owner Trustee, as appropriate, in accordance with Section 8-501(b) of the UCC and the related securities intermediary has agreed not to comply with entitlement orders of any secured party other than the Indenture Trustee, Seller or Owner Trustee, as the case may be; or

(2)           it constitutes a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations, unless, in accordance with applicable law, (A) a book-entry registration thereof is made to an appropriate book-entry account maintained with a Federal Reserve Bank by the Indenture Trustee, Securities Intermediary or Owner Trustee, as appropriate, or by a custodian therefor, (B) a deposit advice or other written confirmation of such book-entry registration is issued to such Person, (C) any such custodian makes entries in its books and records identifying that such book-entry security is held through the Federal Reserve System pursuant to federal book-entry regulations and belongs to such trustee and indicating that such custodian holds such Eligible Investment solely as agent for the Indenture Trustee, Securities Intermediary or Owner Trustee, as appropriate, (D) the Indenture Trustee, Securities Intermediary or Owner Trustee, as appropriate, makes entries in its books and records establishing that it holds such security solely in such capacity, and (E) any additional or alternative procedures as may hereafter become necessary to effect complete transfer of ownership thereof to such trustee are satisfied, consistent with changes in applicable law or regulations or the interpretation thereof.

Notwithstanding anything to the contrary contained in this definition, no Eligible Investment may be purchased at a premium and no Eligible Investment shall be an “interest only” instrument.

For purposes of this definition, any reference to the highest available credit rating of an obligation shall mean the highest available credit rating for such obligation (excluding any “+” signs associated with such rating), or such lower credit rating (as approved in writing by each Rating Agency) as will not result in the downgrading or withdrawal of the rating then assigned by such Rating Agency to any of the Notes.  Also for purposes of this definition, any reference to a Rating Agency refers only to a Rating Agency that has, at the request of TMCC, rated the Notes.

“Event of Default” shall have the meaning ascribed thereto in Section 5.01 of the Indenture.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FDIC” means the Federal Deposit Insurance Corporation, and its successors.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System.

11

“Final Scheduled Payment Date” means the Class A-1 Final Scheduled Payment Date, the Class A-2 Final Scheduled Payment Date, the Class A-3 Final Scheduled Payment Date, the Class A-4 Final Scheduled Payment Date or the Class B Final Scheduled Payment Date, as the context requires.

“Financed Vehicle” means, with respect to a Receivable, the related passenger car, minivan, light-duty truck or sport utility vehicle, as the case may be, together with all accessions thereto, securing the related Obligor’s indebtedness under such Receivable.

“First Priority Principal Distribution Amount” means, with respect to any Payment Date, an amount equal to the excess, if any, of (a) the Class A Note Balance as of such Payment Date (before giving effect to any principal payments made on the Class A Notes on such Payment Date), over (b) the related Adjusted Pool Balance; provided, however, that (i) the First Priority Principal Distribution Amount on the Class A-1 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-1 Notes to zero; (ii) the First Priority Principal Distribution Amount on the Class A-2 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-2 Notes to zero; (iii) the First Priority Principal Distribution Amount on the Class A-3 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-3 Notes to zero; and (iv) the First Priority Principal Distribution Amount on the Class A-4 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-4 Notes to zero.

“FNMA” means the Federal National Mortgage Association, and its successors.

“Holder” or “Securityholder” means the registered holder of a Note, as evidenced by the Note Register, or the Certificateholder, as the case may be, except that, solely for the purposes of giving certain consents, waivers, requests or demands pursuant to the Trust Agreement or the Indenture, the interest evidenced by the Certificate or any Note registered in the name of TAFR LLC or TMCC, or any Person actually known to a Trust Officer of the Owner Trustee or the Indenture Trustee to be controlling, controlled by or under common control with TAFR LLC or TMCC, shall not be taken into account in determining whether the requisite percentage necessary to effect any such consent, waiver, request or demand shall have been obtained.

“Indenture” means the Indenture, dated as of [________], 20[__], between the Issuer and the Indenture Trustee.

“Indenture Trustee” means [__________], in its capacity as Indenture Trustee under the Indenture, its successors in interest and any successor trustee under the Indenture.

“Insolvency Event” means, with respect to a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any

12

substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (b) the commencement by such Person of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.

“Insurance Policy” means, with respect to a Receivable, an insurance policy covering physical damage, credit life, credit disability, theft, mechanical breakdown or similar event relating to the related Financed Vehicle or Obligor.

“Interest Period” means, with respect to any Payment Date and (i) the Class A-1 Notes, the period from (and including) a Payment Date to (but excluding) the next Payment Date, except that the first interest accrual period will be from (and including) the Closing Date to (but excluding) [________], 20[__]; and (ii) the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, the period from (and including) the [__] day of each calendar month to (but excluding) the [__] day of the succeeding calendar month, except that the first interest accrual period will be from (and including) the Closing Date to (but excluding) [________], 20[__].

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Issuer” means Toyota Auto Receivables 20[__]-[__] Owner Trust, unless and until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA (as such term is defined in the Indenture), each other obligor on the Notes, if any.

“Lien” means any security interest, lien, charge, pledge, equity or encumbrance of any kind other than tax liens, mechanics’ liens and any liens that attach to a Receivable or any property, as the context may require, by operation of law.

“Liquidated Receivable” means a Receivable that (i) has been the subject of a Prepayment in full, or (ii) has been paid in full or as to which the Servicer has determined that the final amounts in respect of such payment have been paid with respect to a Defaulted Receivable, regardless of whether all or any part of such payment has been made by the Obligor under such Receivable, the Seller pursuant to this Agreement, the Servicer pursuant to this Agreement or pursuant to the Receivables Purchase Agreement, an insurer pursuant to an Insurance Policy or otherwise.

“Liquidation Expenses” means, with respect to a Defaulted Receivable, the amount charged by the Servicer, in accordance with its Customary Servicing Practices, to or for

13

its account for repossessing, refurbishing and disposing of the related Financed Vehicle and other out-of-pocket costs related to such liquidation.

“Liquidation Proceeds” means, with respect to a Defaulted Receivable, all amounts realized with respect to such Receivable from whatever sources (including, without limitation, proceeds of any Insurance Policy), net of amounts that are required by law or such Receivable to be refunded to the related Obligor.

“Monthly Remittance Conditions” means, collectively, (i) TMCC is the Servicer, (ii) either (a) TMCC’s short-term unsecured debt is rated [____] by [__________] and [____] by [__________], or (b) certain arrangements are made that are acceptable to the Rating Agencies and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Noteholders).

“Net Liquidation Proceeds” means, with respect to a Defaulted Receivable, Liquidation Proceeds less Liquidation Expenses.

“Note” means a Class A-1 Note, a Class A-2 Note, a Class A-3 Note, a Class A-4 Note or a Class B Note.

“Note Balance” as of any date of determination, means the aggregate of the outstanding principal balances of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes.

“Note Depository Agreement” means the agreement entitled “Letter of Representations,” dated on or before the Closing Date, among the Clearing Agency, the Issuer and the Indenture Trustee with respect to certain matters relating to the duties thereof with respect to the Book-Entry Notes, substantially in the form attached to the Indenture as Exhibit B.

“Note Owner” means, with respect to a Book-Entry Note, any Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).

“Note Pool Factor” means, with respect to each Class of Notes as of the close of business on any Payment Date, a seven-digit decimal figure equal to the outstanding principal balance of such Class of Notes (after giving effect to any reductions thereof to be made on such Payment Date) divided by the original outstanding principal balance of such Class of Notes.  The Note Pool Factor for each Class of Notes will be 1.0000000 as of the Closing Date; thereafter, the related Note Pool Factor will decline to reflect reductions in the outstanding principal balance of such Class of Notes.

“Note Register” means the Register of Noteholders’ information maintained by the Indenture Trustee or its successor pursuant to Section 2.04 of the Indenture, which register records the name of each registered Holder of a Note.

“Noteholder” means any Holder of a Note.

14

“Obligor” on a Receivable means the purchaser or co-purchasers of the related Financed Vehicle purchased in part or in whole by the execution and delivery of such Receivable or any other Person who owes or may be liable for payments under such Receivable.

“Officer’s Certificate” means a certificate signed by the President, any Vice President, the chief financial officer, the chief accounting officer, the Treasurer or any Assistant Treasurer, or the Secretary or any Assistant Secretary of the Issuer, the Seller, the Administrator or the Servicer, as the case may be.

“Opinion of Counsel” means one or more written opinions of counsel who may, except as otherwise provided herein, be an employee of or counsel to the Issuer, the Seller or the Servicer, which counsel shall be acceptable to the Indenture Trustee, the Owner Trustee or the Rating Agencies, as the case may be.

“Optional Purchase Percentage” means 5%.

“Optional Purchase Price” means an amount equal to the greater of (i) the fair market value of the Trust Estate and (ii) the Outstanding Amount plus all accrued and unpaid interest on each Class of Notes (including, without duplication, any Class A-1 Interest Carryover Shortfall, Class A-2 Interest Carryover Shortfall, Class A-3 Interest Carryover Shortfall, Class A-4 Interest Carryover Shortfall or Class B Interest Carryover Shortfall) through the Payment Date on which the Trust Estate is to be purchased by the Servicer, or successor to the Servicer.

“Original Pool Balance” means $[__________].

“Outstanding Amount” means the aggregate principal amount of all Notes, or, if indicated by the context, all Notes of any Class, outstanding at the date of determination.

“Overcollateralization Target Amount” means [____]% of the Adjusted Pool Balance as of the Cutoff Date.

“Owner Trustee” means [__________], not in its individual capacity but solely as Owner Trustee under the Trust Agreement, or any successor Owner Trustee under the Trust Agreement.

“Paying Agent” shall have the meaning ascribed thereto in the Indenture.

“Payment Date”  means, with respect to a Collection Period, the [__] calendar day of the following calendar month, or if such day is not a Business Day, the next succeeding Business Day, commencing in [________] 20[__].

“Permitted Modification” shall have the meaning ascribed thereto in Section 4.02.

“Person” means any legal person, including any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

15

“Pool Balance” means, as of any date, the aggregate Principal Balance of the Receivables (exclusive of all Administrative Receivables for which the Servicer has paid the Administrative Purchase Payment, Warranty Receivables for which the Seller has paid the Warranty Purchase Payment and Defaulted Receivables) as of the close of business on such date.

“Pool Factor” as of any Payment Date, means a seven-digit decimal figure equal to the Pool Balance as of such Payment Date divided by the Original Pool Balance.

“Prepayment” means any prepayment, whether in part or in full, in respect of any Receivable.

“Principal Balance” means, with respect to any Receivable as of any date, the Amount Financed minus the sum of the following amounts: (i) that portion of all payments actually received on or prior to such date allocable to principal, (ii) any Warranty Purchase Payment or Administrative Purchase Payment with respect to such Receivable allocable to principal, and (iii) any Prepayments or other payments applied to reduce the unpaid principal balance of such Receivable.  The Principal Balance of a Defaulted Receivable is zero.

“Rating Agency” means either or each of [__________] and [__________], as indicated by the context.

“Rating Agency Condition” has the meaning set forth in the Indenture.

“Receivable” means any retail installment sales contract which is executed by an Obligor in respect of a Financed Vehicle that is identified in the Schedule of Receivables, and all proceeds thereof and payments thereunder.

“Receivable File” means the documents (whether tangible or electronic) specified in Section 2.02 pertaining to a particular Receivable.

“Receivables Purchase Agreement” means that certain Receivables Purchase Agreement, dated as of [________], 20[__], between the Seller and TMCC.

“Record Date” means, with respect to the Notes of any Class and each Payment Date, the calendar day immediately preceding such Payment Date or, if Definitive Notes representing any Class of Notes have been issued, the last day of the month immediately preceding the month in which such Payment Date occurs.  Any amount stated “as of a Record Date” or “on a Record Date” shall give effect to (i) all applications of collections, and (ii) all payments and distributions to any party under this Agreement, the Indenture and the Trust Agreement or to the related Obligor, as the case may be, in each case as determined as of the opening of business on the related Record Date.

“Recoveries” means, with respect to any Receivable that becomes a Liquidated Receivable, monies collected in respect thereof, from whatever source, during any Collection Period following the Collection Period in which such Receivable became a Liquidated Receivable, net of the sum of any amounts expended by the Servicer for the account of the Obligor and any amounts required by law to be remitted to the Obligor.

16

“Regular Principal Distribution Amount” means, with respect to any Payment Date, an amount equal to (a) the excess, if any, of (i) the Note Balance as of such Payment Date (before giving effect to any principal payments made on the Notes on such Payment Date), over (ii) the excess, if any, of the Adjusted Pool Balance as of the end of the related Collection Period less the Overcollateralization Target Amount minus (b) the sum of the First Priority Principal Distribution Amount and the Second Priority Principal Distribution Amount for such Payment Date.

“Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

“Required Rate” means [____]%.

“Reserve Account” means the account designated as such, established and maintained pursuant to Section 5.07.

“Schedule of Receivables” means the schedule of receivables attached as an exhibit to the Transfer Notice (as defined in the Receivables Purchase Agreement) delivered on the Closing Date, as it may be amended from time to time in accordance with the terms of this Agreement.

“Scheduled Payment” means, with respect to any Payment Date and to a Receivable, the payment set forth in such Receivable as due from the Obligor in the related Collection Period; provided, however, that in the case of the first Collection Period, the Scheduled Payment shall include all such payments due from the Obligor after the Cutoff Date.

“Second Priority Principal Distribution Amount” means, with respect to any Payment Date, an amount equal to (a) the excess, if any, of (i) the Note Balance as of such Payment Date (before giving effect to any principal payments made on the Class A Notes and the Class B Notes on such Payment Date), over (ii) the Adjusted Pool Balance for such Payment Date minus (b) the First Priority Principal Distribution Amount for such Payment Date; provided, however, that the Second Priority Principal Distribution Amount on the Class B Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class B Notes to zero.

“Securities Account Control Agreement” means the Securities Account Control Agreement, dated as of [________], 20[__], among the Seller, [__________], as Securities Intermediary thereunder, and the Indenture Trustee, pursuant to which the Reserve Account will be established and maintained.

“Securities Act” means the Securities Act of 1933, as amended.

“Securityholder” see the definition of “Holder.”

17

“Seller” means TAFR LLC, and its successors in interest to the extent permitted hereunder.

“Servicer” means TMCC, as the servicer of the Receivables, and each successor to TMCC (in the same capacity) pursuant to Section 7.03 or 8.02.

“Servicer’s Certificate” means an Officer’s Certificate of the Servicer delivered pursuant to Section 4.10, substantially in the form attached hereto as Exhibit A.

“Servicer Default” means an event specified in Section 8.01.

“Servicing Criteria” means the “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time.

“Servicing Fee Rate” means 1.00% per annum.

“Simple Interest Method” means the method of allocating a fixed level payment to principal and interest, pursuant to which the portion of such payment that is allocated to interest is equal to the product of the fixed rate of interest multiplied by the unpaid principal balance multiplied by the period of time elapsed since the preceding payment of interest was made and the remainder of such payment is allocable to principal.

“Specified Reserve Account Balance” means, with respect to any Payment Date, an amount equal to the lesser of (a) $[__________] and (b) the Outstanding Amount of the Notes for such Payment Date (after giving effect to any principal payments made on the Notes on such Payment Date).

“Sponsor” means Toyota Motor Credit Corporation, in its capacity as sponsor hereunder, and any successor in interest.

“Subcontractor” means any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood by participants in the asset-backed securities market) of the Receivables but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to the Receivables under the direction or authority of the Servicer or a Subservicer.

“Subservicer” means any Person that services Receivables on behalf of the Servicer or any Subservicer and is responsible for the performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Servicer under this Agreement that are identified in Item 1122(d) of Regulation AB.

“Successor Servicer” means any entity appointed as a successor to the Servicer pursuant to Section 8.02.

“Supplemental Servicing Fee” means, with respect to any Payment Date, all late fees, extension fees and other administrative fees and expenses or similar charges allowed by

18

applicable law with respect to the Receivables received by the Servicer during the related Collection Period, plus investment earnings on deposit in the Collection Account.

“TAFR LLC” means Toyota Auto Finance Receivables LLC, a Delaware limited liability company, or its successors.

“TMCC” means Toyota Motor Credit Corporation, a California corporation, and its successors and assigns.

“Total Servicing Fee” means, for each Payment Date, the sum of the Basic Servicing Fee and the Supplemental Servicing Fee for such Payment Date.

“Trust Agreement” means the Trust Agreement, dated as of [________], 20[__], as amended and restated by the Amended and Restated Trust Agreement, dated as of [________], 20[__], by and between the Seller and the Owner Trustee.

“Trust Estate” shall have the meaning ascribed thereto in Section 1.01 of the Indenture.

“Trust Officer” means, in the case of the Indenture Trustee, any officer within the Corporate Trust Office of the Indenture Trustee, including any Vice President, Assistant Vice President, Secretary, Assistant Secretary or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and, with respect to the Owner Trustee, any officer in the Corporate Trust Administration Department of the Owner Trustee with direct responsibility for the administration of the Trust Agreement and the Basic Documents on behalf of the Owner Trustee.

“UCC” means the Uniform Commercial Code as in effect in the relevant jurisdiction at the relevant time.

“United States” means the United States of America.

“Warranty Purchase Payment” means, with respect to a Payment Date and to a Warranty Receivable repurchased by the Seller as of the close of business on the last day of the related Collection Period, the sum of (a) the unpaid principal balance owed by the Obligor in respect of such Receivable plus (b) interest on such unpaid principal balance at a rate equal to the related APR to the last day in the related Collection Period.

“Warranty Receivable” means a Receivable which the Seller is required to repurchase pursuant to Section 3.02.

“Yield Supplement Overcollateralization Amount” means, with respect to any calendar month and the related Payment Date, or with respect to the Closing Date, the aggregate amount by which the Principal Balance as of the last day of the related Collection Period or the Cutoff Date, as applicable, of each of the related Receivables with an APR as stated in the related Contract of less than the Required Rate, other than Defaulted Receivables, exceeds the

19

present value, calculated by using a discount rate equal to the Required Rate, of each scheduled payment of each such Receivables assuming such scheduled payment is made on the last day of each month and each month has 30 days.

SECTION 1.02Usage of Terms.  With respect to all terms in this Agreement, the singular includes the plural and the plural the singular; words importing any gender include the other genders; references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all subsequent amendments thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement; references to Persons include their permitted successors and assigns; and the term “including” means “including without limitation.”

ARTICLE II

CONVEYANCE OF RECEIVABLES

SECTION 2.01Conveyance of Receivables.

(a)           Upon the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement.  Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate.

(b)           In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein):

(i)           all right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date;

(ii)          the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto;

(iii)         the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligors;

(iv)         the interest of the Seller in any Dealer Recourse;

(v)          the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof;

20

(vi)         the rights and interests of the Seller under the Receivables Purchase Agreement;

(vii)        all proceeds of the foregoing; and

(viii)       all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”).

(c)           It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law.  The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC.

(d)           Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral conveyed hereunder and all proceeds of any of the foregoing.  This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC.

(e)           In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer.  Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement.

(f)           Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

SECTION 2.02Custody of Receivables Files.  To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Owner Trustee on behalf of the Issuer, upon the execution and delivery of this Agreement, appoints the Servicer, and the Servicer accepts such appointment, to act as the agent of the Issuer as custodian of the following

21

documents or instruments (the parties hereto expressly acknowledging and agreeing that the Servicer may appoint a third party to act as the agent of the Servicer to maintain possession of such documents, electronic files or instruments as contemplated by Sections 3.01(v) and 3.03(b) of this Agreement) which are hereby held by the Servicer for benefit of the Issuer with respect to each Receivable:

(a)           the original tangible record constituting or forming a part of such Receivable that is tangible chattel paper (as such term is defined in Section 9-102 of the UCC) fully executed by the related Obligor or a copy or image of such original tangible record that is stored in an electronic medium that the Servicer shall maintain in accordance with its customary procedures and that shall be a single “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such Receivable, which authoritative copy identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable;

(b)           the original credit application executed by the related Obligor (or a photocopy or other image thereof that the Servicer shall keep on file in accordance with its customary procedures), on TMCC’s customary form, or on a form approved by TMCC;

(c)           the original certificate of title (or evidence that such certificate of title has been applied for), or a photocopy or other image thereof of such documents that the Servicer shall keep on file in accordance with TMCC’s customary procedures, evidencing the security interest in the related Financed Vehicle; and

(d)           any and all other documents (whether tangible or electronic) that the Seller or the Servicer, as the case may be, shall keep on file, in accordance with its customary procedures, relating to such Receivable, the related Obligor or Financed Vehicle;

provided, that the Servicer may appoint one or more agents to act as subcustodians of certain items contained in a Receivables File so long as the Servicer remains primarily responsible for their safekeeping, provided further, that the Servicer shall not transmit or transfer the authoritative copy of a Receivable that is in the form of electronic chattel paper to another person unless such person is able to and agrees to maintain TMCC’s “control” (as such term is used in Section 9-105 of the UCC) over the authoritative copy or the control of any authorized assignee of TMCC.

SECTION 2.03Acceptance by Owner Trustee.  The Owner Trustee hereby acknowledges its acceptance, on behalf of the Issuer, pursuant to this Agreement, of all right, title and interest in and to the Receivables conveyed by the Seller pursuant to this Agreement and declares and shall declare from and after the date hereof that the Owner Trustee holds and shall hold such right, title and interest, upon the terms and conditions set forth in this Agreement.

ARTICLE III

THE RECEIVABLES

SECTION 3.01Representations and Warranties of the Seller with Respect to the Receivables.  The Seller makes the following representations and warranties as to the Receivables on which the Issuer is deemed to have relied in acquiring the Receivables.  Such

22

representations and warranties speak as of the Cutoff Date and as of the Closing Date (unless, by its terms, a representation or warranty speaks specifically as of the Cutoff Date or the Closing Date, in which case, such representation or warranty speaks specifically as of such date only), but shall survive the sale, transfer and assignment of the Receivables to the Issuer, and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

(a)           Characteristics of Receivables.  Each Receivable (i) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC from such Dealer under an existing agreement with TMCC and shall have been validly assigned by such Dealer to TMCC in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to the Receivables Purchase Agreement, (ii) on the Closing Date, shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of TMCC in the related Financed Vehicle, which security interest has been assigned by TMCC to the Seller and shall be assignable, and shall be so assigned, by the Seller to the Issuer hereby, (iii) shall, except as otherwise provided in this Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the Collateral of the benefits of the security, (v) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest and (vi) allows for prepayment and partial prepayment without penalty.

(b)           Schedule of Receivables to the Transfer Notice.  As of the Cutoff Date, the information set forth in the Schedule of Receivables attached to the Transfer Notice shall be true and correct in all material respects and no selection procedures adverse to the Securityholders shall have been utilized in selecting the Receivables from those new and used passenger car, minivan, light-duty truck and sport utility vehicle receivables of TMCC that met the selection criteria set forth in this Section 3.01 and this Agreement.

(c)           Compliance with Law.  Each Receivable, including each form of contract used to originate each Receivable and each sale of the related Financed Vehicle, shall have complied at the time such form of contract was used or such sale was originated or made, and shall comply at the time of execution of this Agreement, in all material respects with all requirements of applicable federal, state and local laws, and regulations thereunder, including usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, Federal Reserve Board Regulations B and Z (to the extent applicable), the Servicemembers Civil Relief Act of 2003, as amended, and state adaptations of the National Consumer Credit Protection Act and of the Uniform Consumer Credit Code and other consumer credit, equal credit opportunity and disclosure laws as applicable to such Receivable.

23

(d)           Binding Obligation.  Each Receivable is on a form contract that includes rights and remedies allowing the holder to enforce the obligation and realize on the related Financed Vehicle.  Each Receivable shall constitute the legal, valid and binding payment obligation in writing of the related Obligor, enforceable by the holder thereof in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity and consumer protection laws, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

(e)           No Government Obligors.  None of the Receivables shall be due from the United States or any state or local government, or from any agency, department or instrumentality of the United States or any state or local government.

(f)            Employee Obligors.  None of the Receivables shall be due from any employee of the Seller, TMCC or any of their respective Affiliates.

(g)           Security Interest in Financed Vehicles.  Immediately prior to the sale, assignment and transfer thereof to the Issuer on the Closing Date, each Receivable shall be secured by a validly perfected first priority security interest in the related Financed Vehicle in favor of TMCC as secured party or all necessary and appropriate action with respect to such Receivable shall have been taken to perfect a first priority security interest in such Financed Vehicle in favor of TMCC as secured party.

(h)           Receivables in Force.  No Receivable shall have been satisfied, subordinated or rescinded, nor shall any Financed Vehicle have been released in whole or in part from the lien granted by the related Receivable.

(i)            No Waivers.  As of the Cutoff Date, no provision of a Receivable shall have been waived (except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) in such a manner that such Receivable fails to meet all of the other representations and warranties made by the Seller herein with respect thereto.

(j)            No Amendments.  No material provision of a Receivable has been affirmatively amended, except amendments and modifications that are contained in the related Receivable File.  As of the Cutoff Date, no Receivable shall have been amended or modified in such a manner that the total number of Scheduled Payments has been increased (except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) or that the related Amount Financed has been increased or that such Receivable fails to meet all of the other representations and warranties made by the Seller herein with respect thereto.

(k)           No Defenses.  No facts shall be known to the Seller which would give rise to any right of rescission, setoff, counterclaim or defense, nor shall the same have been asserted or threatened, with respect to any Receivable.

(l)            No Liens.  The Seller has not received notice that any liens or claims have been filed as of the date of this Agreement, including liens for work, labor or materials relating to a

24

Financed Vehicle, that shall be liens prior to, or equal or coordinate with, the security interest in such Financed Vehicle granted by the related Receivable, which Liens shall not have been released or satisfied as of the Closing Date.

(m)          No Default; No Repossession.  Except for payment delinquencies that, as of the Cutoff Date, have been continuing for a period of not more than 29 days, no default, breach, violation or event permitting acceleration under the terms of any Receivable shall have occurred as of the Cutoff Date; no continuing condition that with notice or the lapse of time would constitute a default, breach, violation or event permitting acceleration under the terms of any Receivable shall have arisen; the Seller shall not have waived any of the foregoing; and no Financed Vehicle has been repossessed without reinstatement as of the Cutoff Date.

(n)           Insurance.  The terms of each Receivable require the Obligor to obtain and maintain physical damage insurance covering the related Financed Vehicle in accordance with TMCC’s normal requirements.  The terms of each Receivable allow, but do not require TMCC to (and TMCC, in accordance with its Customary Servicing Practices, does not) obtain any such coverage on behalf of the Obligor.

(o)           Good Title.  It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables from the Seller to the Issuer and that the beneficial interest in and title to the Receivables not be part of the debtor’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law.  No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the Issuer, and no provision of a Receivable shall have been waived, except for a waiver that would not violate clause (i) or clause (j) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Receivable free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Issuer shall have good and marketable title to each Receivable, free and clear of all Liens and rights of others; and the transfer and assignment herein contemplated has been perfected under the UCC.

(p)           Lawful Assignment.  No Receivable shall have been originated in, or shall be subject to the laws of, any jurisdiction under which the sale, transfer and assignment of such Receivable under this Agreement or pursuant to a transfer of the related certificate of title shall be unlawful, void or voidable.  The terms of each Receivable do not limit the right of the owner of such Receivable to sell such Receivable.  The Seller has not entered into any agreement with any Person that prohibits, restricts or conditions the sale of any Receivable by the Seller.

(q)           All Filings Made.  As of the Closing Date, all filings (including UCC filings) necessary in any jurisdiction to provide third parties with notice of the transfer and assignment herein contemplated, to perfect the sale of the Receivables from the Seller to the Issuer to give the Issuer a first priority perfected security interest in the Receivables and to give the Indenture Trustee a first priority perfected security interest therein shall have been made.

(r)           One Original or Authoritative Copy.  There is only one original executed copy of each tangible record (except that carbon or other copies may exist) constituting or forming a part of each Receivable that is tangible chattel paper fully executed by the related Obligor, or a single

25

“authoritative copy” (as such term is used in Section 9-105 of the UCC) of each electronic record constituting or forming a part of each Receivable in the form of electronic chattel paper.  Such “authoritative copy” of each Receivable in the form of electronic chattel paper consists of a copy or image stored in an electronic medium of the original executed copy of the Receivable in the form of tangible chattel paper that had been executed by the related Obligor, that had been delivered to TMCC before conversion to an electronic record, and that identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable.  No copies or revisions that change TMCC’s identification as the secured party or the assignee of the secured party can be made without the participation of TMCC.  Either (i) there are no copies of the authoritative copy of any Receivable in the form of electronic chattel paper or (ii) every copy of the authoritative copy and every copy of a copy is readily identifiable as a copy that is not the authoritative copy of the Receivable in the form of electronic chattel paper.  No revision of the authoritative copy of the Receivable in the form of electronic chattel paper can be made unless such revision is readily identifiable as an authorized or unauthorized revision.  After the creation and designation of the electronic record evidencing the Receivable as the authoritative copy, the tangible record evidencing the Receivable was destroyed and, pending such destruction, was marked or maintained in such a manner to indicate that such tangible record is not an authoritative copy of the Receivable.

(s)           Chattel Paper.  Each Receivable constitutes “chattel paper” that is in the form of either “tangible chattel paper” or “electronic chattel paper” as such terms are defined in the UCC.

(t)           Additional Representations and Warranties.  (i) Each Receivable shall have an original number of Scheduled Payments of not less than [__] nor more than [__] and, as of the Cutoff Date, a remaining number of Scheduled Payments of not less than [__] nor more than [__]; (ii) each Receivable provides for the payment of a finance charge based on an APR ranging from [____]% to not more than [____]%; (iii) each Receivable shall have had an original principal balance of not less than $[__________] and not more than $[__________] and, as of the Cutoff Date, an unpaid principal balance of not less than $[__________] and not more than $[__________]; (iv) no Financed Vehicle was subject to force-placed insurance as of the Cutoff Date; (v) each Receivable is being serviced by Toyota Motor Credit Corporation as of the Closing Date; (vi) each Receivable is secured by a new or used passenger car, minivan, light-duty truck or sport utility vehicle; (vii) no Receivable was more than 29 days past due as of the Cutoff Date; (viii) as of the Cutoff Date, no Receivable was noted in the records of the TMCC or the Servicer as being the subject of a bankruptcy proceeding or insolvency proceeding; (ix) each Receivable is calculated with the Simple Interest Method; (x) each Receivable has a first scheduled due date of not later than [__] days after the Cutoff Date; and (xi) each Receivable shall have had a FICO score of at least [____] as of the Cutoff Date.

(u)           Location of Receivable Files.  Each Receivable File shall be kept in electronic form at one of the locations listed in Schedule A to this Agreement or at such other office as shall be specified to the Owner Trustee and the Indenture Trustee as provided in Section 3.03(b).

(v)           Perfection Representations, Warranties and Covenants.The Seller hereby makes the perfection representations, warranties and covenants set forth on Schedule B hereto to the Issuer and the Issuer shall be deemed to have relied on such representations, warranties and covenants in acquiring the Receivables.

26

SECTION 3.02Remedies.  The Seller, the Servicer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.01 that materially and adversely affects the interests of the Issuer in any Receivable.  By the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach, the Seller shall, unless such breach shall have been cured in all material respects, repurchase such Receivable and, if necessary, the Seller shall enforce the obligation of TMCC under the Receivables Purchase Agreement to repurchase such Receivable from the Seller.  Notwithstanding the foregoing, the obligation of the Seller to repurchase a Receivable shall not be conditioned on the performance by TMCC of its obligation to repurchase such Receivable from the Seller pursuant to the Receivables Purchase Agreement.  In consideration of the repurchase of any such Receivable, on or prior to 11:00am New York time on the related Payment Date, the Seller shall remit the Warranty Purchase Payment of such Receivable to the Collection Account in the manner specified in Section 5.05.  Except as described below, the sole remedy of the Owner Trustee, the Issuer, the Indenture Trustee (by operation of the assignment of the Owner Trustee’s rights hereunder pursuant to the Indenture) or any Securityholder with respect to a breach of the Seller’s representations and warranties pursuant to this Agreement shall be to require the Seller to repurchase the related Receivable pursuant to this Section and to enforce TMCC’s obligation to the Seller to repurchase such Receivables pursuant to the Receivables Purchase Agreement.  The Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.  In connection with such repurchase, the Owner Trustee and Indenture Trustee shall take all steps necessary to effect a transfer of such Receivable as set forth in Section 9.01(d).

SECTION 3.03Duties of Servicer as Custodian.

(a)           Safekeeping.  The Servicer shall hold, at one of the locations listed in Schedule A to this Agreement or at such other office as shall be specified to the Owner Trustee and the Indenture Trustee as provided in section 3.03(b), the Receivable Files as custodian for the benefit of the Issuer and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuer to comply with this Agreement.  The Servicer covenants and agrees that it shall hold the Receivable Files in such a manner as to prevent any other Person from obtaining control of any electronic chattel paper (as defined in the UCC) included therein, within the meaning of section 9-105 of the UCC.  In performing its duties as custodian, the Servicer shall act in accordance with its Customary Servicing Practices.  The Servicer shall promptly report to the Issuer and the Indenture Trustee any failure on its part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and shall promptly take appropriate action to remedy any such failure.  Nothing herein shall be deemed to require an initial review or any periodic review by the Issuer, the Owner Trustee or the Indenture Trustee of the Receivable Files.

(b)           Maintenance of and Access to Records.  The Servicer shall maintain each Receivable File at one of its offices specified in Schedule A or at such other office of the Servicer or a third party agent retained by the Servicer as shall be specified to the Issuer and the Indenture Trustee by written notice not later than 90 days after any change in location.  The Servicer shall make available to the Issuer and the Indenture Trustee or their respective duly

27

authorized representatives, attorneys or auditors a list of locations of the Receivable Files and the related accounts, records and computer systems maintained by the Servicer at such times during normal business hours as the Issuer or the Indenture Trustee shall instruct with reasonable advance notice.

(c)           Release of Documents.  Upon instruction from the Indenture Trustee, the Servicer shall release any Receivable File to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place or places as the Indenture Trustee may designate, as soon as practicable.

SECTION 3.04Instructions; Authority To Act.  The Servicer shall be deemed to have received proper instructions with respect to the Receivable Files upon its receipt of written instructions signed by a Trust Officer of the Owner Trustee or the Indenture Trustee.  A certified copy of a bylaw or of a resolution of the board of directors of the Owner Trustee or of the Indenture Trustee shall constitute conclusive evidence of the authority of such Trust Officer to act, and shall be considered conclusive evidence of the authority of such Trust Officer to act until receipt by the Servicer of written notice to the contrary given by the Owner Trustee or Indenture Trustee, as the case may be.

SECTION 3.05Custodian’s Indemnification.  The Servicer as custodian shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against any of them as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this Agreement; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee.

SECTION 3.06Effective Period and Termination.  The Servicer’s appointment as custodian shall become effective as of the date hereof, and shall continue in full force and effect until terminated pursuant to this Section.  If TMCC shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of TMCC (as Servicer) as custodian shall be terminated hereunder without further action by the Indenture Trustee, Owner Trustee, Noteholders or the Certificateholder. The Indenture Trustee or, with the consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s appointment as custodian, with cause, at any time upon written notification to the Servicer.  The Owner Trustee, Indenture Trustee or Noteholders may terminate the Servicer as custodian hereunder in the same manner as the Owner Trustee, Indenture Trustee or Noteholders may terminate the rights and obligations of the Servicer under Section 8.01.  As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the agent thereof at such place or places as the Indenture Trustee may reasonably designate.

28

ARTICLE IV

ADMINISTRATION AND SERVICING OF RECEIVABLES

SECTION 4.01Duties of Servicer.  The Servicer, for the benefit of the Issuer and the Securityholders (to the extent provided herein), shall manage, service, administer and make collections on the Receivables in accordance with its Customary Servicing Practices.  The Servicer’s duties shall include collection and posting of all payments, responding to inquiries of Obligors or by federal, state or local government authorities with respect to the Receivables, investigating delinquencies, sending payment information to Obligors, reporting tax information to Obligors in accordance with its Customary Servicing Practices, accounting for collections and furnishing monthly and annual statements to the Owner Trustee and the Indenture Trustee.  The Servicer shall have full power and authority, acting alone, to do any and all things in connection with managing, servicing, administering and making collections on the Receivables that it may deem necessary or desirable, in accordance with its Customary Servicing Practices.  Nothing in the foregoing or in any other section of this Agreement shall be construed to prevent the Servicer from implementing new programs, whether on an intermediate, pilot or permanent basis, or on a regional or nationwide basis, or from modifying its standards, policies and procedures as long as, in each case, the Servicer does or would implement such programs or modify its standards, policies and procedures in respect of comparable assets serviced for itself in the ordinary course of business.

Without limiting the generality of the foregoing, the Servicer is authorized and empowered to execute and deliver, on behalf of itself, the Issuer, the Owner Trustee, the Indenture Trustee, the Securityholders or any of them, any and all instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and the Financed Vehicles.  The Servicer is hereby authorized to communicate with Obligors in the ordinary course of its servicing of the Receivables and Financed Vehicles in its own name.  The Servicer is hereby authorized to commence, in its own name or in the name of the Issuer, a legal proceeding to enforce a Defaulted Receivable or to commence or participate in a legal proceeding (including without limitation a bankruptcy proceeding) relating to or involving a Receivable, including a Defaulted Receivable.  If the Servicer shall commence or participate in a legal proceeding to enforce a Receivable, the Issuer shall thereupon be deemed to have automatically assigned to the Servicer, solely for the purpose of collection on behalf of the party retaining an interest in such Receivable, such Receivable and the other property conveyed to the Issuer hereby with respect to such Receivable for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Owner Trustee to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding.  If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce such Receivable, the Owner Trustee on behalf of the Issuer shall, at the Servicer’s expense and direction, take steps to enforce such Receivable, including bringing suit in its name or the name of the Owner Trustee, the Indenture Trustee, the Certificateholder and/or the Noteholders.  The Owner Trustee, on behalf of the Issuer, shall furnish the Servicer with any powers of attorney and other documents and

29

take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement.

SECTION 4.02Collection and Allocation of Receivable Payments.  The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such customary collection procedures as it follows with respect to comparable automotive receivables that it services for itself or others.  The Servicer shall be authorized to grant extensions, rebates or adjustments on a Receivable in accordance with the Customary Servicing Practices of the Servicer without the prior consent of the Owner Trustee, the Indenture Trustee or any Securityholder; provided, however, that if the amount of any Scheduled Payment due in a subsequent Collection Period is reduced as a result of (x) any change in the related APR or the Amount Financed, (y) any increase in the total number of Scheduled Payments or (z) any extension of payments such that the Receivable will be outstanding later than the last day of the Collection Period preceding the Class B Final Scheduled Payment Date, then the Servicer shall be obligated (except to the extent any such extension, rebate or adjustment constitutes a Permitted Modification) to repurchase such Receivable pursuant to Section 4.08; provided further, that the Servicer shall have no such obligation to repurchase a Receivable as a result of any such extension of payments under clause (z) above if it is required to grant such extension under law or pursuant to a court order.  In addition, in the event that any such rescheduling or extension of a Receivable modifies the terms of such Receivable in such a manner as to release the security interest in the related Financed Vehicle or constitutes a cancellation of such Receivable and the creation of a new passenger car, minivan, light-duty truck or sport utility vehicle receivable, the Servicer shall purchase such Receivable pursuant to Section 4.08 (except to the extent any such rescheduling, extension or modification constitutes a Permitted Modification), and the receivable created shall not be included as an asset of the Issuer.  Notwithstanding the foregoing, (1) if a default, breach, violation, delinquency or event permitting acceleration under the terms of any Receivable shall have occurred or, in the judgment of the Servicer, is imminent, the Servicer may (A) extend such Receivable for credit related reasons that would be acceptable to the Servicer with respect to comparable new or used passenger car, minivan, light-duty truck or sport utility vehicle receivables that it services for itself, but only if the final scheduled payment date of such Receivable as extended would not be later than the last day of the Collection Period preceding the Class B Final Scheduled Payment Date; or (B) reduce the outstanding principal amount of the Receivable in the event of a prepayment resulting from refunds of Insurance Policy premiums and service contracts and make similar adjustments in an Obligor’s payment terms to the extent required by law; (2) if at the end of the scheduled term of any Receivable, the outstanding principal amount thereof is such that the final payment to be made by the related Obligor is larger than the regularly scheduled payment of principal and interest made by such Obligor, the Servicer may permit such Obligor to pay such remaining principal amount in more than one payment of principal and interest, provided that the last such payment shall be due on or prior to the last day of the Collection Period preceding the Class B Final Scheduled Payment Date; and (3) the Servicer may, in accordance with its Customary Servicing Practices, waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing the Receivables.  Each such action that the Servicer is permitted to take in accordance with the terms of the immediately preceding sentence shall constitute a “Permitted Modification.”

30

In addition, in accordance with its Customary Servicing Practices, the Servicer shall pay off the remaining unpaid principal balance of any Receivable impacted by the Servicemembers Civil Relief Act of 2003, as amended (the “Relief Act”), by depositing an amount equal to such unpaid principal balance and any accrued interest thereon into the Collection Account and shall enter into a new loan agreement with the related Obligor, which reflects payment terms permissible under the Relief Act.  Such new loan agreement shall not constitute a Receivable, an asset of the Issuer or a part of the Trust Estate.

SECTION 4.03[Reserved].

SECTION 4.04Realization upon Receivables.  On behalf of the Issuer, the Servicer shall use its best efforts, consistent with its Customary Servicing Practices, to repossess or otherwise comparably convert the ownership of any Financed Vehicle that it has reasonably determined should be repossessed or otherwise converted following a default under the Receivable secured by the Financed Vehicle (and shall specify such Receivables to the Indenture Trustee no later than the Determination Date following the end of the Collection Period in which the Servicer shall have made such determination).  The Servicer shall follow such practices and procedures as it shall deem necessary or advisable and as shall be customary and usual in its servicing of passenger car, minivan, light-duty truck and sport utility vehicle receivables, which practices and procedures may include reasonable efforts to realize upon any Dealer Recourse, selling the related Financed Vehicle at public or private sale and other actions to realize upon such a Receivable.  The Servicer shall be entitled to recover its Liquidation Expenses with respect to each Defaulted Receivable.  All Net Liquidation Proceeds realized in connection with any such action with respect to a Receivable shall be deposited by the Servicer in the Collection Account in the manner specified in Section 5.02.  The foregoing is subject to the proviso that, in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its discretion that such repair and/or repossession shall increase the Liquidation Proceeds of the related Receivable by an amount greater than the amount of such expenses.

SECTION 4.05Physical Damage Insurance.  The Servicer shall, in accordance with its Customary Servicing Practices and only to the same extent, if any, that the Servicer so requires by obligors with respect to retail installment sales contracts that are held for the account of TMCC, require that each Obligor, upon the Servicer’s request, deliver proof that it has obtained physical damage insurance covering the related Financed Vehicle at the date of origination of the related Receivable, but shall not obtain any such coverage on behalf of any Obligor.

SECTION 4.06Maintenance of Security Interests in Financed Vehicles.  The Servicer shall, in accordance with its Customary Servicing Practices and at its own expense, take such steps as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle.  The Issuer hereby authorizes the Servicer to take such steps as are necessary to again perfect such security interest on behalf of the Issuer and the Indenture Trustee in the event of the relocation of a Financed Vehicle or for any other reason.  In the event that the assignment of a Receivable to the Issuer is insufficient, without a notation on the related Financed Vehicle’s certificate of title, to grant to the Issuer a first priority perfected

31

security interest in the related Financed Vehicle, the Servicer hereby agrees to serve as the agent of the Issuer for the purpose of perfecting the security interest of the Issuer in such Financed Vehicle and agrees that the Servicer’s listing as the secured party on the certificate of title is in this capacity as agent of the Issuer.

SECTION 4.07Covenants of Servicer.  The Servicer hereby makes the following covenants to the Issuer on which the Issuer has relied in purchasing the Receivables and issuing the Certificate, and on which the Indenture Trustee will rely in undertaking the trusts set forth in the Indenture and acting for the Noteholders.

(a)           Liens in Force.  Except as contemplated by this Agreement or to the extent required by law or court order, the Servicer shall not release in whole or in part any Financed Vehicle from the security interest securing the related Receivable except (a) in the event of payment in full by or on behalf of the Obligor thereunder or payment in full less a deficiency which the Servicer would not attempt to collect in accordance with its Customary Servicing Practices, (b) in connection with repossession or (c) except as may be required by an insurer in order to receive proceeds from any Insurance Policy covering such Financed Vehicle.

(b)           No Impairment.  The Servicer shall do nothing to impair the rights of the Securityholders in the Receivables.

(c)           No Amendments.  Except as provided in Section 4.02 or to the extent required by law or court order, the Servicer shall not amend or otherwise modify any Receivable such that the total number of Scheduled Payments, the Amount Financed or the APR is altered, or extend the maturity of such Receivable beyond the last day of the Collection Period preceding the Class B Final Scheduled Payment Date.

SECTION 4.08Remedies.  The Servicer shall inform the Owner Trustee and Indenture Trustee promptly (but no more frequently than monthly), in writing, upon the actual knowledge of one of its officers of, and the Owner Trustee, on behalf of the Issuer, shall inform the Servicer and the Indenture Trustee promptly, in writing, upon the actual knowledge of one of its Trust Officers of, any breach pursuant to Section 4.06 or 4.07 that materially and adversely affects the interests of the Issuer in a Receivable, or if an extension, rescheduling or modification of a Receivable is made by the Servicer and which obligates the Servicer to repurchase such Receivable, as described in Section 4.02, the party discovering such event shall give prompt (but no more frequently than monthly) written notice to the others.  By the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such event, the Servicer shall, unless such event shall have been cured in all material respects or such modification has been rescinded, purchase from the Issuer such Receivable in accordance with the terms of this Agreement.  In consideration of the purchase of any such Receivable, on or prior to 11:00am New York time on the related Payment Date, the Servicer shall remit the Administrative Purchase Payment to the Collection Account in the manner specified in Section 5.05.  Except as otherwise provided in Section 7.02, the sole remedy of the Owner Trustee, the Issuer, the Indenture Trustee or any Securityholders against the Servicer with respect to a breach pursuant to Section 4.02, 4.06 or 4.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section.  The Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any

32

Receivable pursuant to this Section.  In connection with such repurchase, the Owner Trustee and Indenture Trustee shall take all steps necessary to effect a transfer of such Receivable to the Servicer as set forth in Section 9.01(d).

SECTION 4.09Servicing Fee and Expenses.  As compensation for the performance of its obligations hereunder, the Servicer shall be entitled to receive on each Payment Date, out of Available Collections, the Total Servicing Fee.  The Basic Servicing Fee in respect of a Collection Period shall be calculated based on a 360 day year comprised of twelve 30-day months.  Except to the extent otherwise provided herein, the Servicer shall be required to pay all expenses incurred by it in connection with its activities under this Agreement (including fees and disbursements of the Owner Trustee, the Indenture Trustee, the Administrator and the independent accountants, transition expenses as provided in Section 8.02 hereof, taxes imposed on the Servicer, expenses incurred by the Servicer in connection with its preparation of reports hereunder, expenses incurred by the Indenture Trustee in connection with a sale or liquidation of the Trust Estate under Section 5.04(c) of the Indenture and all other fees and expenses not expressly stated under this Agreement to be for the account of the Certificateholder).

SECTION 4.10Servicer’s Certificate.  On or before each Determination Date, the Servicer shall deliver to the Owner Trustee, each Paying Agent, the Indenture Trustee and the Seller, and shall make available to the Rating Agencies, a Servicer’s Certificate substantially in the form of Exhibit A hereto, containing the information necessary to make the payments to be made on the related Payment Date and the information necessary for the Owner Trustee and the Indenture Trustee to send statements to the Securityholders pursuant to the Trust Agreement or Indenture, as the case may be.  On or before each applicable Determination Date, the Servicer shall provide written notice to the Owner Trustee and the Indenture Trustee specifying (i) the identity of any Receivable that Servicer or the Seller became obligated to purchase or that the Servicer determined to be a Defaulted Receivable, in either case during the Collection Period for the Payment Date to which such Determination Date relates, (ii) the identity of any Receivable in respect of which payment of the Administrative Purchase Payment or Warranty Purchase Payment has been made in the Collection Period for the Payment Date to which such Determination Date relates, and (iii) the account number of the Obligor of any such Receivable described in the foregoing clause (i) or (ii) (as specified in the Schedule of Receivables).

SECTION 4.11Annual Statement as to Compliance; Notice of Default.

(a)           Within 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 20[__]), the Servicer shall deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to the effect that a review of the activities of the Servicer during the prior fiscal year (or since the Closing Date in the case of the first such Officer’s Certificate) has been made under the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period the Servicer has fulfilled all of its obligations under this Agreement, and either (i) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (ii) if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof.

33

(b)           The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b).

SECTION 4.12Assessment of Compliance and Accountants’ Attestation.

(a)           Within 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 31, 20[__]), the Servicer shall:

(i)           deliver to the Issuer, Administrator, Owner Trustee and Indenture Trustee a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding fiscal year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.  Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit C hereto delivered to the Issuer and the Administrator concurrently with the execution of this Agreement;

(ii)          deliver to the Issuer, Administrator, Owner Trustee and Indenture Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph.  Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;

(iii)         cause each Subservicer and each Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer, Administrator, Owner Trustee and Indenture Trustee an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and

(iv)         if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B.

The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission.  The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an Issuer whose asset pool includes the Receivables.

34

(b)           Each assessment of compliance provided by a Subservicer pursuant to Section 4.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, Issuer and the Administrator on or prior to the date of such appointment.  An assessment of compliance provided by a Subcontractor pursuant to Section 4.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

SECTION 4.13Access to Certain Documentation and Information Regarding Receivables.  The Servicer shall provide to the Owner Trustee and Indenture Trustee reasonable access to the documentation regarding the Receivables as provided in Section 3.03(b).  The Servicer shall provide such access to any Securityholder only in such cases where the Certificateholder or Noteholders are required by applicable statutes or regulations to review such documentation.  In each case, such access shall be afforded without charge, but only upon reasonable request and during the normal business hours at the respective offices of the Servicer.  Nothing in this Section shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors and the failure of the Servicer to provide access to information as a result of such obligation shall not constitute a breach of this Section.

SECTION 4.14Appointment of Subservicer.

(a)           The Servicer may at any time after the execution of this Agreement appoint a Subservicer to perform all or any portion of its obligations as Servicer hereunder; provided, however, that the Servicer shall remain obligated and be liable to the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholder and the Noteholders for the servicing and administering of the Receivables in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables.  The fees and expenses of the Subservicer shall be as agreed between the Servicer and its Subservicer from time to time, and none of the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholder or the Noteholders shall have any responsibility therefor.

(b)           The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Issuer to comply with the reporting and compliance provisions of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer as is required to file all required reports with the Commission.  The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer and the Administrator any servicer compliance statement required to be delivered by such Subservicer under Section 4.11, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 4.12 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 4.12(a)(iv) as and when required to be delivered.

(c)           The Servicer shall promptly upon request provide to the Issuer or the Administrator, acting on behalf of the Issuer, a written description (in form and substance satisfactory to the Issuer and the Administrator) of the role and function of each Subcontractor

35

utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which, if any, of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph.

As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Issuer and the Depositor to comply with the reporting and compliance provisions of this Agreement to the same extent as if such Subcontractor were the Servicer.  The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Administrator any assessment of compliance and attestation required to be delivered by such Subcontractor, in each case as and when required to be delivered.

SECTION 4.15Amendments to Schedule of Receivables.  If the Servicer, during a Collection Period, assigns to a Receivable an account number that differs from the original account number identifying such Receivable on the Schedule of Receivables, the Servicer shall deliver to the Issuer, the Owner Trustee and the Indenture Trustee, on or before the Payment Date relating to such Collection Period, an amendment to the Schedule of Receivables reporting the newly assigned account number, together with the old account number of each such Receivable.  The first such delivery of amendments to the Schedule of Receivables shall include monthly amendments reporting account numbers appearing on the Schedule of Receivables with the new account numbers assigned to such Receivables during any prior Collection Period.

SECTION 4.16Reports to Securityholders and Rating Agencies.  The Administrator shall send a copy of each Officer’s Certificate delivered pursuant to Section 4.11 and each assessment of compliance and accountant’s attestation delivered pursuant to Section 4.12 to the Rating Agencies within five days of its receipt thereof from the Servicer or accountants.  A copy of any such Officer’s Certificate, assessment of compliance or accountant’s attestation may be obtained by any Certificateholder, Noteholder or Note Owner by a request in writing to the Administrator addressed as set forth in Section 10.03 hereof.  Upon the telephone request of the Administrator, the Indenture Trustee shall promptly furnish to the Administrator a list of Noteholders as of the date specified by the Administrator.

SECTION 4.17Information to be Provided by the Servicer.

(a)           At the request of the Administrator, acting on behalf of the Issuer, for the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer to) (i) notify the Issuer and the Administrator in writing of any material litigation or governmental proceedings pending against the Servicer or any Subservicer and (ii) provide to the Issuer and the Administrator a description of such proceedings.

(b)           As a condition to the succession to the Servicer or any Subservicer as servicer or Subservicer under this Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or

36

any Subservicer, the Servicer shall provide to the Issuer, the Administrator and the Depositor, at least 10 Business Days prior to the effective date of such succession or appointment, (x) written notice to the Issuer and the Administrator of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Issuer and the Administrator, all information reasonably requested by the Issuer or the Administrator, acting on behalf of the Issuer, in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities.

(c)           In addition to such information as the Servicer, as servicer, is obligated to provide pursuant to other provisions of this Agreement, if so requested by the Issuer or the Administrator, acting on behalf of the Issuer, the Servicer shall provide such information regarding the performance or servicing of the Receivables as is reasonably required to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB.  Such information shall be provided concurrently with the monthly reports otherwise required to be delivered by the Servicer under this Agreement, commencing with the first such report due not less than ten Business Days following such request.

SECTION 4.18Remedies.

(a)           The Servicer shall be liable to the Issuer, the Administrator and the Depositor for any monetary damages incurred as a result of the failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, attestation, accountants’ letter or other material when and as required under this Article IV, including any failure by the Servicer to identify any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and shall reimburse the applicable party for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Servicer, any Subservicer, or any Subcontractor.

(b)           The Seller shall promptly reimburse the Issuer and the Administrator for all reasonable expenses incurred by the Issuer or Administrator as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Receivables to a successor servicer.  The provisions of this paragraph shall not limit whatever rights the Issuer or Administrator may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

ARTICLE V

ACCOUNTS; PAYMENTS AND DISTRIBUTIONS;

STATEMENTS TO SECURITYHOLDERS

SECTION 5.01Establishment of Collection Account.

(a)           The Servicer, on behalf of the Issuer and the Indenture Trustee, shall establish the Collection Account in the name of the Indenture Trustee for the benefit of the Securityholders.  The Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee.  Except as otherwise provided in

37

this Agreement, in the event that the Collection Account maintained with the Indenture Trustee is no longer an Eligible Deposit Account, then the Servicer shall, with the Indenture Trustee’s assistance, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution within thirty days.

(b)           For so long as the Collection Account is maintained as an Eligible Deposit Account, all amounts held in these accounts shall, to the extent permitted by applicable laws, rules and regulations, be invested, as directed in writing by the Servicer, in Eligible Investments; otherwise such amounts shall be maintained in cash.  Earnings on investment of funds in these accounts (net of losses and investment expenses) shall be paid to the Servicer on each Payment Date as servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the related account.

(c)           For so long as [__________] is the Indenture Trustee, the Collection Account shall be maintained with [__________] as an Eligible Deposit Account.  In the event that the long-term debt rating of the Indenture Trustee does not satisfy clause (a) of the definition of Eligible Deposit Account, the Servicer shall, with the assistance of the Indenture Trustee, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution or an account otherwise satisfying the requirements of clause (b) of the definition of Eligible Deposit Account (which may be an account with the Indenture Trustee) within thirty days.

(d)           The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Payment Date on which the Notes of all Classes have been paid in full (or substantially all of the Trust Estate is otherwise released from the lien of the Indenture) to the Issuer for the benefit of the Certificateholder, and to take all necessary or appropriate actions to transfer all of its right, title and interest in the Collection Account, all funds or investments held or to be held therein and all proceeds thereof, to the Issuer for the benefit of the Certificateholder, subject to the limitations set forth in the Indenture with respect to amounts held for payment to the Noteholders that do not promptly deliver a Note for payment on such Payment Date.

(e)           With respect to the Collection Account and all property held therein, the Issuer agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as Notes of any Class remain outstanding, the Indenture Trustee shall possess all right, title and interest therein (excluding interest or investment income thereon payable to the Servicer), and that such account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholder, as set forth in the Indenture.  The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee upon an Event of Default resulting in an acceleration of the Notes or liquidation of the Trust Estate or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account for the purpose of permitting the Servicer, Indenture Trustee or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement, as the case may be.

SECTION 5.02Collections.

38

(a)           Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Collection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables and all Net Liquidation Proceeds within two Business Days after receipt thereof.  Notwithstanding the foregoing, for so long as the Monthly Remittance Conditions are satisfied, the Servicer shall not be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until 11:00am New York time on each Payment Date, at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds.  Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days after receipt thereof.

(b)           The Servicer shall give the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof.  Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection remittance schedule (which may be the remittance schedule previously utilized prior to the failure of such Monthly Remittance Condition), if the Servicer provides to the Owner Trustee and Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the reduction or withdrawal of the rating then assigned to any Class of Notes.

SECTION 5.03Application of Collections.  On each Payment Date, all collections for the related Collection Period shall be applied by the Servicer as follows:

(a)           With respect to each Receivable (other than an Administrative Receivable or a Warranty Receivable), payments made by or on behalf of the Obligor which are in excess of Supplemental Servicing Fees with respect to such Receivable shall be applied to the Scheduled Payment with respect to such Receivable.  The amount of such payment remaining after the applications described in the preceding sentence shall be applied to the unpaid principal balance of such Receivable.

(b)           With respect to each Administrative Receivable and Warranty Receivable, payments made by or on behalf of the Obligor shall be applied in the same manner.  A Warranty Purchase Payment or an Administrative Purchase Payment with respect to any Receivable shall be applied to the Scheduled Payment, in each case to the extent that the payments by the Obligor shall be insufficient, and then to prepay the unpaid principal balance of such Receivable in full.

SECTION 5.04[Reserved].

SECTION 5.05Additional Deposits.

39

(a)           The following additional deposits shall be made to the Collection Account:  (i) the Seller shall remit the aggregate Warranty Purchase Payments with respect to Warranty Receivables pursuant to Section 3.02, (ii) the Servicer shall remit the aggregate Administrative Purchase Payments with respect to Administrative Receivables pursuant to Section 4.08 and the amount required upon any optional purchase of the Receivables by the Servicer, or any successor to the Servicer, pursuant to Section 9.01; and (iii) the Indenture Trustee shall deposit the amounts described in Sections 5.06 and 5.07 that are withdrawn from the Reserve Account and deposit such amounts into the Collection Account, pursuant to Sections 5.06 and 5.07.

(b)           All deposits required to be made pursuant to this Section by the Seller or the Servicer, as the case may be, may be made in the form of a single deposit and shall be made in immediately available funds, on or prior to 11:00am New York time on each Payment Date.  At the direction of the Servicer, the Indenture Trustee shall invest any amounts deposited prior to a Payment Date in Eligible Investments maturing in such a manner and such time so as to be available as part of Available Collections on the related Payment Date.

SECTION 5.06Payments and Distributions.

(a)           On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date.

(b)           Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections:

(i)            to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);

(ii)           on a pro rata basis (based on the amounts distributable pursuant to this clause to each such Class), to the Holders of the Class A-1 Notes, the Class A-1 Interest Distributable Amount and any outstanding Class A-1 Interest Carryover Shortfall, to the Holders of the Class A-2 Notes, the Class A-2 Interest Distributable Amount and any outstanding Class A-2 Interest Carryover Shortfall, to the Holders of the Class A-3 Notes, the Class A-3 Interest Distributable Amount and any outstanding Class A-3 Interest Carryover Shortfall and to the Holders of the Class A-4 Notes, the Class A-4 Interest Distributable Amount and any outstanding Class A-4 Interest Carryover Shortfall;

(iii)          sequentially, (i) to Holders of the Class A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2 Notes until the principal amount of the Class A-2 Notes is reduced to zero, (iii) to the Class A-3 Notes

40

until the principal amount of the Class A-3 Notes is reduced to zero and (iv) to the Class A-4 Notes until the principal amount of the Class A-4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount;

(iv)          to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;

(v)           sequentially, (i) to Holders of the Class A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2 Notes until the principal amount of the Class A-2 Notes is reduced to zero, (iii) to the Class A-3 Notes until the principal amount of the Class A-3 Notes is reduced to zero, (iv) to the Class A-4 Notes until the principal amount of the Class A-4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount;

(vi)          if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, to the Reserve Account, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance;

(vii)         sequentially, (i) to Holders of the Class A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2 Notes until the principal amount of the Class A-2 Notes is reduced to zero, (iii) to the Class A-3 Notes until the principal amount of the Class A-3 Notes is reduced to zero, (iv) to the Class A-4 Notes until the principal amount of the Class A-4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount; and

(viii)        any remaining amounts, to the Certificateholder.

(c)           Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period:

(i)            to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods);

(ii)           to the Owner Trustee and the Indenture Trustee, any fees, expenses and indemnification amounts owed to the Owner Trustee and the Indenture Trustee, respectively, to the extent not paid by the Servicer or the Sponsor;

(iii)          on a pro rata basis (based on the amounts distributable pursuant to this clause to each such Class), to the Holders of the Class A-1 Notes, the Class A-1 Interest

41

Distributable Amount and any outstanding Class A-1 Interest Carryover Shortfall, to the Holders of the Class A-2 Notes, the Class A-2 Interest Distributable Amount and any outstanding Class A-2 Interest Carryover Shortfall, to the Holders of the Class A-3 Notes, the Class A-3 Interest Distributable Amount and any outstanding Class A-3 Interest Carryover Shortfall and to the Holders of the Class A-4 Notes, the Class A-4 Interest Distributable Amount and any outstanding Class A-4 Interest Carryover Shortfall;

(iv)           first, to the Holders of the Class A-1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero;

(v)           to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall;

(vi)           to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and

(vii)           any remaining funds, to the Certificateholder.

(d)           For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A-1 Final Scheduled Payment Date, meaning that Holders of Class A-1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A-1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A-2 Notes are required to be paid in full on or before the Class A-2 Final Scheduled Payment Date, meaning that Holders of Class A-2 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A-2 Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A-3 Notes are required to be paid in full on or before the Class A-3 Final Scheduled Payment Date, meaning that Holders of Class A-3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A-3 Initial Principal Balance together with all interest accrued thereon through such date; (iv) the Class A-4 Notes are required to be paid in full on or before the Class A-4 Final Scheduled Payment Date, meaning that Holders of Class A-4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A-4 Initial Principal Balance together with all interest accrued thereon through such date; and (v) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date.

(e)           Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder

42

at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate.  With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be.

(f)           The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.

SECTION 5.07Reserve Account.

(a)           The Seller will, pursuant to the Securities Account Control Agreement and the Indenture, establish and maintain with the Indenture Trustee a segregated trust account (the “Reserve Account”) which will include any money and other property deposited and held therein pursuant to Section 5.06(b)(iv) and this Section 5.07.  On any Payment Date on which the amount on deposit in the Reserve Account is less than the Specified Reserve Account Balance, the Indenture Trustee shall, as directed in writing by the Servicer in accordance with Section 5.06(b)(iv), deposit into the Reserve Account Available Collections until the amount on deposit therein equals the Specified Reserve Account Balance.  On each Payment Date, to the extent that Available Collections are insufficient to fully fund (x) the payments and distributions described in clauses (i) through (v) of Section 5.06(b), (y) the payment of principal on any class of Notes on the related Final Scheduled Payment Date and (z) the payments and distributions to the Noteholders described in clauses (iv) and (vi) of Section 5.06(c), the Indenture Trustee shall withdraw amounts then on deposit in the Reserve Account (excluding any net investment income on Eligible Investments payable to the Seller therefrom in accordance with the terms of the Basic Documents), up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses.  On each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the Notes, and as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance.  Following the payment in full of the Class A Note Balance, the Class B Note Balance and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, as directed in writing by the Servicer, the Indenture Trustee shall release to the Seller any amounts remaining on deposit in the Reserve Account.  Upon any such distribution to the Seller, the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts.

(b)           Any amounts held in the Reserve Account shall be invested by the Indenture Trustee in Eligible Investments, as directed in writing by the Seller or any agent designated to the Indenture Trustee by the Seller.  Earnings on Eligible Investments in the Reserve Account shall be paid to the Seller on each Payment Date (i) prior to the occurrence of an Event of Default that results in an acceleration of the Notes that has not been rescinded under the

43

Indenture and (ii) for so long as a Suspension Period (as defined in the Securities Account Control Agreement) is not continuing on such Payment Date, and such amounts paid to the Seller shall be released from the security interest of the Indenture Trustee and paid to the Seller on such Payment Date and shall not be available for payment of any other amounts due to the Noteholders or any other party hereunder.  Any losses and any investment expenses shall be charged against the funds on deposit in the Reserve Account.  The Indenture Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance.  The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Seller or its designee to provide timely written investment directions.

(c)           Subject to the right of the Indenture Trustee to make withdrawals therefrom, as directed by the Servicer for the purposes and in the amounts set forth in Section 5.06, the Reserve Account and all funds held therein shall be the property of the Seller and not the property of the Issuer, the Owner Trustee or the Indenture Trustee.  The Issuer, Owner Trustee, Seller and Indenture Trustee shall treat the Reserve Account, all funds therein and all net investment income with respect thereto as assets of the Seller for federal income tax and all other purposes.

(d)           Under the Securities Account Control Agreement, the Seller shall grant to the Indenture Trustee, for the benefit of the Noteholders, a security interest in any funds (including Eligible Investments) in the Reserve Account and the proceeds thereof to secure the payment of interest on and principal of the Notes, and the Indenture Trustee shall have all of the rights of a secured party under the UCC with respect thereto; provided that, on each Payment Date (i) prior to the occurrence of an Event of Default that results in an acceleration of the Notes that has not been rescinded under the Indenture and (ii) for so long as a Suspension Period (as defined in the Securities Account Control Agreement) is not continuing on such Payment Date, all income from the investment of funds in the Reserve Account shall be released from the security interest of the Indenture Trustee and paid to the Seller on such Payment Date and shall not be available for payment of any other amounts due to the Noteholders or any other party hereunder.  If for any reason the Reserve Account is no longer an Eligible Deposit Account, the Indenture Trustee shall use reasonable efforts to promptly cause the Reserve Account to be moved to an Eligible Institution or to otherwise be changed so that the Reserve Account becomes an Eligible Deposit Account, in each case within thirty days.

Neither the Owner Trustee nor the Indenture Trustee shall enter into any subordination or intercreditor agreement with respect to the Reserve Account.

SECTION 5.08[Reserved].

SECTION 5.09Statements to Certificateholder and Noteholders.

(a)           On or prior to each Payment Date, the Servicer shall provide to the Indenture Trustee and the Owner Trustee (with a copy to the Rating Agencies and each Paying Agent) for the Indenture Trustee to forward on such Payment Date to each Paying Agent and each Noteholder of record as of the most recent Record Date, and for the Owner Trustee to forward to each Certificateholder of record as of the most recent Record Date, a statement substantially in

44

the form of Exhibit A, setting forth at least the following information as to the Notes and the Certificate to the extent applicable:

(i)            the amount paid or distributed in respect of interest in respect of each Class of Notes;

(ii)           the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount, the Regular Principal Distribution Amount and the amount paid or distributed in respect of principal on or with respect to each Class of Notes;

(iii)          the amount paid or distributed to the Certificateholder;

(iv)          the Pool Balance, the Adjusted Pool Balance and number of Receivables as of the close of business on the first day and the last day of the preceding Collection Period;

(v)           the Outstanding Amount, the Class A-1 Principal Balance, the Class A-2 Principal Balance, the Class A-3 Principal Balance, the Class A-4 Principal Balance, the Class B Principal Balance and the Note Pool Factor for each Class of Notes, in each case before and after giving effect to all payments in respect of principal on such Payment Date;

(vi)          the amount of the Basic Servicing Fee paid to the Servicer with respect to the related Collection Period and the amount of any unpaid Basic Servicing Fees from the prior Payment Date;

(vii)         the amount of any Class A-1 Interest Carryover Shortfall, Class A-2 Interest Carryover Shortfall, Class A-3 Interest Carryover Shortfall, Class A-4 Interest Carryover Shortfall and Class B Interest Carryover Shortfall after giving effect to all payments of interest on such Payment Date, and the change in such amounts from the preceding Payment Date;

(viii)        the balance of any Reserve Account on such Payment Date and the Specified Reserve Account Balance for such Payment Date, before and after giving effect to changes thereto on such Payment Date;

(ix)           the Yield Supplement Overcollateralization Amount for the related Payment Date;

(x)            the amount of Available Collections for the related Collection Period;

(xi)           delinquency and loss information with respect to the Receivables for the related Collection Period;

(xii)          any material change in practices with respect to charge-offs, collection and management of delinquent Receivables, and the effect of any grace period, re-aging, re-structuring, partial payments or other practices on delinquency and loss experience;

45

(xiii)         any material modifications, extensions or waivers to Receivables terms, fees penalties or payments during the Collection Period;

(xiv)         any material breaches of representations, warranties or covenants related to the Receivables;

(xv)          any new issuance of notes or other securities backed by the Receivables; and

(xvi)         any material change in the underwriting, origination or acquisition of Receivables.

SECTION 5.10Net Deposits.  As an administrative convenience, the Servicer may make any remittances pursuant to this Article net of amounts to be distributed by the Indenture Trustee to the Servicer.  Nonetheless, the Servicer shall account to the Owner Trustee and the Indenture Trustee for all of the above described remittances, payments and distributions (except for the Supplemental Servicing Fee, to the extent the Servicer is entitled to retain such amounts) as if all deposits, payments, distributions and transfers were made individually.

ARTICLE VI

THE SELLER

SECTION 6.01Representations of Seller.  The Seller makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables.  The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

(a)           Organization and Good Standing.  The Seller shall have been duly organized and shall be validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties shall be currently owned and such business is presently conducted, and had at all relevant times, and shall now have, power, authority and legal right to acquire, own and sell the Receivables.

(b)           Due Qualification.  The Seller shall be duly qualified to do business as a foreign limited liability company in good standing, and shall have obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Seller to conduct its business or perform its obligations under this Agreement.

(c)           Power and Authority.  The Seller shall have (i) the power and authority to execute and deliver this Agreement and to carry out its terms, (ii) full power and authority to sell and assign the property to be sold and assigned to and deposited as part of the Trust Estate (other than the funds and investment property on deposit from time to time in the Reserve Account), (iii) duly authorized such sale and assignment to the Issuer, the Owner Trustee or the Indenture

46

Trustee, as the case may be, and (iv) duly authorized by all necessary action the execution, delivery and performance of this Agreement.

(d)          Valid Sale; Binding Obligations.  This Agreement shall have been duly authorized by all necessary limited liability company action on the part of the Seller and shall evidence a valid sale, transfer and assignment of the Receivables, enforceable against creditors of and purchasers from the Seller; and shall constitute a legal, valid and binding obligation of the Seller enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally or by general equity principles.

(e)           No Violation.  The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms of this Agreement shall not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the Certificate of Formation or limited liability company agreement of the Seller or any indenture, agreement or other instrument to which the Seller is a party or by which it shall be bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than the Basic Documents), nor violate any law or, to the best of the Seller’s knowledge, any order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties which breach, default, conflict, lien or violation would have a material adverse effect on the earnings or business affairs of the Seller.

(f)           No Proceedings.  There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the Seller’s knowledge, threatened, against or affecting the Seller:  (i) asserting the invalidity or unenforceability of this Agreement, the Trust Agreement, the Indenture, the Securities Account Control Agreement, the Certificate, the Notes or any of the Basic Documents, (ii) seeking to prevent the issuance of the Certificate or the Notes or the consummation of any of the transactions contemplated by this Agreement, the Trust Agreement, or the Indenture, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement, the Trust Agreement, the Indenture, the Certificate or the Notes, or (iv) relating to the Seller and which might adversely affect the federal income tax attributes of the Issuer, the Certificate or the Notes.

SECTION 6.02Company Existence.  During the term of this Agreement, the Seller shall keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its formation and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby.  In addition, all transactions and dealings between the Seller and its Affiliates (including the Issuer) shall be conducted on an arm’s length basis.

47

SECTION 6.03Liability of Seller; Indemnities.  The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement.

(a)           The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary and the Servicer from and against any taxes that may at any time be asserted against any such Person with respect to, as of the date hereof, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Certificate or any of the Notes, or asserted with respect to ownership of the Receivables or federal or other income taxes arising out of payments or distributions on the Certificate or the Notes) and costs and expenses in defending against the same.

(b)           The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Issuer, the Certificateholder and the Noteholders and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of any of the Notes or the Certificate.

(c)           Except as set forth in clause (a) above, the Seller shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate.

(d)           Promptly after receipt by a party indemnified under this Section 6.03 or Section  3.02 (an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 6.03 or Section 3.02 (an “Indemnifying Party”), notify such Indemnifying Party of the commencement thereof.  In case any such action is brought against any Indemnified Party under this Section 6.03 or Section 3.02 and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), and the Indemnifying Party will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation.  The obligations set forth in this Section 6.03 and Section 3.02 shall survive the termination of this Agreement or the resignation or removal of the Owner Trustee or the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation.  If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

48

SECTION 6.04Merger or Consolidation of, or Assumption of the Obligations of, Seller.  Any Person (a) into which the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 6.01 shall have been breached (except that the representations regarding the due organization and valid existence of the successor may be deemed to reference jurisdictions other than Delaware), (ii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Seller shall have given 10 days’ prior written notice to each Rating Agency of its intent or expectation to enter such transaction and neither Rating Agency shall have notified the Seller, the Owner Trustee or the Indenture Trustee that such transaction might or would cause it to reduce, withdraw or modify its then current rating of any Class of Notes and (iv) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and Indenture Trustee, respectively, in the Receivables and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.  Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

SECTION 6.05Limitation on Liability of Seller and Others.  The Seller and any director, officer, employee or agent of the Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder.  The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement and that in its opinion may involve it in any expense or liability.

SECTION 6.06Seller May Own Certificate or Notes.  The Seller will own the Certificate on the Closing Date, and the Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of the Notes of any class with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided in any Basic Document.

ARTICLE VII

THE SERVICER

49

SECTION 7.01Representations of Servicer.  The Servicer makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables.  The representations speak as of the execution and delivery of this Agreement and as of the Closing Date and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

(a)           Organization and Good Standing.  The Servicer shall have been duly organized and shall be validly existing as a corporation in good standing under the laws of the State of California, with corporate power and authority to own its properties and to conduct its business as such properties shall be currently owned and such business is presently conducted, and had at all relevant times, and shall now have, corporate power, authority and legal right to acquire, own and sell the Receivables.

(b)           Due Qualification.  The Servicer shall be duly qualified to do business as a foreign corporation in good standing, and shall have obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Servicer to conduct its business or perform its obligations under this Agreement.

(c)           Power and Authority.  The Servicer shall have the corporate power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Servicer by all necessary corporate action.

(d)           Binding Obligations.  This Agreement shall have been duly authorized by all necessary corporate action on the part of the Servicer and shall constitute a legal, valid and binding obligation of the Servicer enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally or by general equity principles.

(e)           No Violation.  The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms of this Agreement shall not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Servicer or any indenture, agreement or other instrument to which the Servicer is a party or by which it shall be bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement), nor violate any law or, to the best of the Servicer’s knowledge, any order, rule or regulation applicable to the Servicer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties which breach, default, conflict, lien or violation would have a material adverse effect on the earnings, business affairs of the Servicer.

(f)           No Proceedings.  There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the Servicer’s knowledge, threatened, against or affecting the Servicer:  (i) asserting the invalidity or unenforceability of

50

this Agreement, the Trust Agreement, the Indenture, the Certificate or the Notes, (ii) seeking to prevent the issuance of the Certificate or the Notes or the consummation of any of the transactions contemplated by this Agreement, the Trust Agreement, the Indenture or any Basic Document, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement, the Trust Agreement, the Indenture, the Certificate or the Notes, or (iv) relating to the Servicer and which might adversely affect the federal or state income, excise, franchise or similar tax attributes of the Notes.

SECTION 7.02Indemnities of Servicer.  The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement:

(a)           The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders and the Certificateholder and any of the officers, directors, employees and agents of the each such party from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle.

(b)           The Servicer shall indemnify, defend and hold harmless the Owner Trustee, the Indenture Trustee, the Paying Agent and the Note Registrar and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and in the Trust Agreement contained, in the case of the Owner Trustee, and in the Indenture contained, in the case of the Indenture Trustee, the Paying Agent and the Note Registrar, except to the extent that such cost, expense, loss, claim, damage or liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or, in the case of the Indenture Trustee, the Paying Agent and the Note Registrar, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of such party; or (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement.

(c)           The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders from and against any and all costs, expenses, losses, claims, damages and liabilities (including without limitation reasonable fees and expenses of counsel) to the extent that such cost, expense, loss, claim, damage or liability arose out of, or is imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may be incurred by any such indemnified party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Files.

51

(d)           Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (an “Indemnifying Party”), notify such Indemnifying Party of the commencement thereof.  In case any such action is brought against any Indemnified Party under this Section 7.02 or 4.08 and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), and the Indemnifying Party will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation.  The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation.  If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

SECTION 7.03Merger or Consolidation of, or Assumption of the Obligations of, Servicer.  Any corporation (a) into which the Servicer may be merged or consolidated, (b) which may result from any merger, conversion or consolidation to which the Servicer shall be a party or (c) which may succeed to all or substantially all of the business of the Servicer, which corporation in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement; provided, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached (except that the representations regarding the due organization and valid existence of the successor may be deemed to reference jurisdictions other than California), and no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default, shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iii) the Servicer shall have given 10 days’ written notice prior to the consummation of any such transaction to each Rating Agency of its intent or expectation to enter such transaction and neither Rating Agency shall have notified the Seller, the Owner Trustee or the Indenture Trustee that such transaction might or would cause it to reduce, withdraw or modify its then current rating of any Class of Notes, (iv) immediately after giving effect to such transaction, the successor to the Servicer shall become the

52

Administrator under the Administration Agreement in accordance with Section 8 of such Agreement and (v) the Servicer shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interests.  Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (v) above shall be conditions to the consummation of the transactions referred to in clause (a), (b) or (c) above.

SECTION 7.04Limitation on Liability of Servicer and Others.  Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Seller, the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or the Certificateholder, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement.  The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement.

Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may (with the written consent of the Owner Trustee or Indenture Trustee) undertake any reasonable action that it may deem necessary or desirable in respect of the Basic Documents and the rights and duties of the parties to the Basic Documents and the interests of the Certificateholder under this Agreement and the Noteholders under the Indenture.  In such event, the reasonable legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate and the Servicer will be entitled to be reimbursed therefor solely from Available Collections.

SECTION 7.05TMCC Not To Resign as Servicer.  Subject to the provisions of Section 7.03, TMCC shall not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement except upon a determination that the performance of its duties under this Agreement shall no longer be permissible under applicable law.  Notice of any such determination permitting the resignation of TMCC shall be communicated to the Owner Trustee, the Indenture Trustee and each Rating Agency at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner Trustee and the Indenture Trustee concurrently with or promptly after such notice.  No such resignation shall become effective until the Indenture Trustee or a successor Servicer shall have (i) assumed the responsibilities and obligations of TMCC in accordance with Section

53

8.02 and (ii) become the Administrator under the Administration Agreement in accordance with Section 8 of such Agreement.

ARTICLE VIII

DEFAULT

SECTION 8.01Servicer Default.  Each of the following events is a “Servicer Default”:

(a)           any failure by the Servicer (or the Seller, so long as TMCC is the Servicer) to deliver to the Indenture Trustee for deposit in the Collection Account or Reserve Account any required payment or to direct the Indenture Trustee to make any required payment or distribution therefrom, which failure continues unremedied for a period of five Business Days after discovery of the failure by an officer of the Servicer or written notice of such failure is received (i) by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee or (ii) by the Seller or the Servicer, as the case may be, and the applicable Owner Trustee and Indenture Trustee, from the Holders of Notes evidencing not less than a majority of the Controlling Class of Notes, acting together as a single Class,

(b)           failure by the Servicer or the Seller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this Agreement, which failure shall materially and adversely affect the rights of the Certificateholder or Noteholders and shall continue unremedied for a period of 90 days after the date on which written notice of such failure is received (i) by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, and to the Owner Trustee and Indenture Trustee by the holders of Notes evidencing not less than a majority of the Controlling Class of Notes, acting together as a single Class; or

(c)           the occurrence of an Insolvency Event with respect to the Servicer;

provided, however, that (A) if any delay or failure of performance referred to in clause (a) above shall have been caused by force majeure or other similar occurrences, the five Business Day grace period referred to in such clause (a) shall be extended for an additional 60 calendar days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by force majeure or other similar occurrences, the 90 day grace period referred to in such clause (b) shall be extended for an additional 60 calendar days.

Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give prompt written notice thereof to the Administrator, and the Administrator shall provide such notice to the Rating Agencies.

At any time when a Servicer Default set forth in clauses (a) through (c) above has occurred and is continuing, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing at least a majority of the Outstanding Amount of Notes of the Controlling Class of Notes acting together as a single Class, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if

54

given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement.  By the same required vote, the Noteholders specified in the prior sentence may waive any such Servicer Default (other than a default in the making of any required deposits or payments from or to the Collection Account or Reserve Account) for a specified period or permanently.  Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement.  No such waiver shall extend to any subsequent or other default or impair any right consequent thereto.

SECTION 8.02Appointment of Successor.

(a)           Upon the Servicer’s receipt of notice of termination pursuant to Section 8.01 or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 60 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel.  In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, which shall be any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Financed Receivables, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee.  In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Servicing Fee.  Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $25,000,000 and whose regular business shall include the servicing of receivables similar to the Financed Receivables, as the successor to the Servicer under this Agreement.  In connection therewith, the Indenture Trustee is authorized and empowered to offer such successor servicer compensation up to, but not in excess of, the Total Servicing Fee and other servicing compensation specified in this Agreement as payable to the initial Servicer.  Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

(b)           Upon appointment, the successor Servicer (including the Indenture Trustee acting as successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and

55

(ii) become the Administrator under the Administration Agreement in accordance with Section 8 of such Agreement.

(c)           On or after the receipt by the Servicer of written notice of termination pursuant to Section 8.01, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under this Section 8.02 and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise.  The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Collection Account or thereafter received with respect to the Receivables.  All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses.  In the event that the Indenture Trustee succeeds to the rights and obligations of the Servicer hereunder, and a subsequent transfer of such rights and obligations is effected pursuant to Section 8.01 or this Section 8.02 hereof, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.  Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give prompt written notice thereof to the Administrator, and the Administrator shall provide such notice to the Rating Agencies.

SECTION 8.03Compensation Payable.  If the Servicer shall resign or be terminated, the Servicer shall continue to be entitled to all accrued and unpaid compensation payable to the Servicer through the date of such termination as specified in Section 4.09 of this Agreement.

SECTION 8.04Notification.  Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article VIII, the Issuer shall give prompt written notice thereof to Certificateholder, and the Indenture Trustee shall give prompt written notice thereof to Noteholders and the Administrator, and the Administrator shall provide such notice to the Rating Agencies.

ARTICLE IX

TERMINATION

SECTION 9.01Optional Purchase of All Receivables.

56

(a)           On each Payment Date following the last day of a Collection Period as of which the Pool Balance shall be less than the Optional Purchase Percentage multiplied by the Original Pool Balance, the Servicer, or any successor to the Servicer, shall have the option to purchase the corpus of the Trust Estate for an amount equal to the Optional Purchase Price.  To exercise such option, the Servicer, or any successor to the Servicer, shall notify the Owner Trustee and the Indenture Trustee of its intention to do so in writing, no later than the tenth day of the month preceding the month in which the Payment Date as of which such purchase is to be effected and shall, on or before the Payment Date on which such purchase is to occur, deposit pursuant to Section 5.05 in the Collection Account an amount equal to the Optional Purchase Price, and shall succeed to all interests in and to the Trust Estate.  Amounts so deposited will be paid and distributed as set forth in Section 5.06 of this Agreement.

(b)           Notice of any such purchase of the Trust Estate shall be given by the Owner Trustee and the Indenture Trustee to each Securityholder as soon as practicable after their receipt of notice thereof from the Servicer.

(c)           Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders under this Agreement other than Section 5.06 and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee provided for in this Agreement.

(d)           Upon the repurchase of any Receivable by the Seller or the Servicer, pursuant to any provision hereof (including Sections 3.02, 4.08 and 9.01(a)), the Owner Trustee on behalf of the Issuer and the Certificateholder, and the Indenture Trustee on behalf of the Noteholders, shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller or the Servicer, as the case may be, all right, title and interest of the Owner Trustee on behalf of the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof and the other property conveyed to the Issuer hereunder pursuant to Section 2.01 with respect to such Receivable, and all security and any documents relating thereto, such assignment being an assignment outright and not for security; and the Seller or the Servicer, as applicable, shall thereupon own each such Receivable, and all such related security and documents, free of any further obligation to the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee or the Noteholders with respect thereto.  The Owner Trustee and Indenture Trustee shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Seller or the Servicer, as the case may be, to effect the conveyance of such Receivable pursuant to this Section.  If in any enforcement suit or legal proceeding it is held that the Seller or Servicer may not enforce a repurchased Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Receivable, the Owner Trustee on behalf of the Issuer and the Certificateholder, and the Indenture Trustee on behalf of the Noteholders shall, at the written direction and expense of the Seller or Servicer, as the case may be, take such reasonable steps as the Seller or Servicer deems necessary to enforce the Receivable, including bringing suit in the name or names of the Issuer, Certificateholder or Noteholders.

SECTION 9.02Termination of the Trust Agreement.  The respective obligations and responsibilities of the Issuer, the Seller and the Servicer under this Agreement shall

57

terminate upon the termination of the Trust Agreement pursuant to Article IX of the Trust Agreement.

ARTICLE X

MISCELLANEOUS

SECTION 10.01Amendment.

(a)           This Agreement may be amended by the Seller, the Servicer and the Issuer, with the consent of the Indenture Trustee, but without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or (ii) the Rating Agency Condition has been satisfied in respect of such proposed amendment.

(b)           This Agreement may also be amended by the Seller, the Servicer and the Issuer, with the consent of the Indenture Trustee, but without the consent of any of the Noteholders or the Certificateholder for the purpose of changing the formula or percentage for determining the Specified Reserve Account Balance, but not to change any order of priority of payments and distributions specified in Section 5.06 of the Sale and Servicing Agreement, changing the remittance schedule for the deposit of collections with respect to the Receivables in the Collection Account pursuant to Section 5.02 hereof or changing the definition of Eligible Investment, in each case only if the Rating Agency Condition has been satisfied in respect of such proposed amendment.

(c)           This Agreement may also be amended from time to time by the Seller, the Servicer and the Issuer, with prior written notice to the Rating Agencies, with the consent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of Notes evidencing at least a majority of the Outstanding Amount of the Controlling Class of Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement.

(d)           No amendment otherwise permitted under this Section 10.01 may (x) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions required to be made for the benefit of any Noteholders or Certificateholders without the consent of all Noteholders and Certificateholders adversely affected thereby, or (y) reduce the percentage of the Notes or Certificates which are required to consent to any such amendment without the consent of the Noteholders and Certficateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been

58

satisfied in respect of such proposed amendment.  No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder whose consent was not obtained.

(e)           Promptly after the execution of any such amendment or consent, the Issuer shall cause written notification of the substance of such amendment or consent to be furnished to each Noteholder, Certificateholder, the Indenture Trustee and each of the Rating Agencies.

(f)           It shall not be necessary for the consent of the Certificateholder or Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

(g)           Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and the Opinion of Counsel referred to in Section 10.02.  The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s or the Indenture Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.

SECTION 10.02Protection of Title to Trust.

(a)           The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof.  The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.

(b)           Neither the Seller nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507 and 9-508 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements.

(c)           Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days’ prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement.  The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.

59

(d)           The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable.

(e)           The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of  the Receivables, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee.  Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased.

(f)           If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee.

(g)           Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust Estate, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust Estate.

(h)           The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:

(A)           promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest, in each case also  specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and

(B)           within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period, stating

60

that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest.

SECTION 10.03Notices.  All demands, notices, communications and instructions upon or to the Seller, the Servicer, the Owner Trustee, the Indenture Trustee or the Rating Agencies under this Agreement shall be in writing, personally delivered or mailed by certified mail, return receipt requested, and shall be deemed to have been duly given upon receipt (a) in the case of the Servicer, to Toyota Motor Credit Corporation, 19001 South Western Avenue NF10, Torrance, California 90501, Attention: Treasury Operations Department, (310) 468-4076, with a copy by electronic mail to: TFS_Treasury_Operations@toyota.com, and with a copy to Toyota Motor Credit Corporation, 19001 South Western Avenue EF12, Torrance, California 90501, Attention: General Counsel, (b) in the case of the Seller, to Toyota Auto Finance Receivables LLC, 19851 South Western Avenue EF12, Torrance, California 90501, Attention: President, (310) 468-7333, (c) in the case of the Issuer or the Owner Trustee, at the Corporate Trust Office (as defined in the Trust Agreement), (d) in the case of the Indenture Trustee, at the Corporate Trust Office specified in the Indenture, with a copy to:  [__________], (e) in the case of [__________], to [__________], and (f) in the case of [__________], to [__________]; or, as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.

SECTION 10.04Assignment by the Seller or the Servicer.  Notwithstanding anything to the contrary contained herein, except as provided in Sections 6.04 and 7.03 of this Agreement and as provided in the provisions of this Agreement concerning the resignation or termination of the Servicer, this Agreement may not be assigned by the Seller or the Servicer.

SECTION 10.05Limitations on Rights of Others.  The provisions of this Agreement are solely for the benefit of the Seller, the Servicer, the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee and the Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

SECTION 10.06Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 10.07Separate Counterparts.  This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

61

SECTION 10.08Headings.  The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

SECTION 10.09Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the state of New York, without reference to its conflict of law provisions (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

SECTION 10.10Assignment by Issuer.  The Seller hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders of all right, title and interest of the Issuer in, to and under the Receivables and/or the assignment of any or all of the Issuer’s rights and obligations hereunder to the Indenture Trustee.

SECTION 10.11Nonpetition Covenants.  Notwithstanding any prior termination of this Agreement, each of the parties hereto, by entering into this Agreement hereby covenants and agrees that it shall not at any time acquiesce, petition or otherwise invoke or cause the Issuer or the Seller to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuer or the Seller under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or the Seller, as the case may be, or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer or the Seller, in connection with any obligations relating to the Notes, the Certificates, this Agreement or any of the Basic Documents prior to the date that is one year and one day after the date on which the Indenture is terminated.  This Section 10.11 shall survive the termination of this Indenture and the termination of the Servicer under this Agreement.

SECTION 10.12Limitation of Liability of Owner Trustee and Indenture Trustee.  Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by [__________], not in its individual capacity, but solely in its capacity as Owner Trustee on behalf of the Issuer, and by [__________], not in its individual capacity, but solely in its capacity as Indenture Trustee under the Indenture.  In no event shall either of [__________], in its individual capacity or [__________] in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered by the Seller or Servicer, or prepared by the Seller or Servicer for delivery by the Owner Trustee on behalf of the Issuer, pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer.  For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.

SECTION 10.13Intent of the Parties; Reasonableness.  The Seller, Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Sections 4.11, 4.12 and 4.14 of

62

this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission.

None of the Sponsor, the Administrator nor the Issuer shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act).  The Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.  In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Issuer) to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance.

The Issuer and the Administrator (including any of its assignees or designees) shall cooperate with the Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

63

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.

TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST
By:	[__________], not in its individual capacity but solely as Owner Trustee on behalf of the Issuer
By:	___________________________________
	Name:
	Title:
TOYOTA AUTO FINANCE RECEIVABLES LLC, Seller
By:	___________________________________
	Name:
	Title:
TOYOTA MOTOR CREDIT CORPORATION, Servicer
By:	___________________________________
	Name:
	Title:

ACKNOWLEDGED AND ACCEPTED AS OF

THE DAY AND YEAR FIRST ABOVE WRITTEN:

[__________],

not in its individual capacity but solely as Indenture Trustee

By:  ___________________________________

Name:

Title:

By:  ___________________________________

Name:

Title:

SCHEDULE A

Location of Receivables Files

1.         Toyota Motor Credit Corporation, 3200 West Ray Road, Chandler, Arizona 85226

2.         Toyota Motor Credit Corporation, Technology Center - Chandler (TCX), 2121 South Price Road, Suite B106, Chandler, Arizona 85286

3.         Toyota Motor Credit Corporation, Technology Center - Phoenix (TCP), 120 East Van Buren, Suite 125, Phoenix, Arizona 85004

SA-1

SCHEDULE B

PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

          In addition to the representations, warranties and covenants contained in this Agreement, the Seller hereby represents, warrants and covenants to the Issuer as follows on the Closing Date:

General

1.                      This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables and the other Collateral in favor of the Issuer, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller.

2.                      The Receivables constitute “chattel paper” (including “tangible chattel paper” and “electronic chattel paper”) “accounts,” “instruments” or “general intangibles” within the meaning of the applicable UCC.

3.                      Each Receivable is secured by a first priority validly perfected security interest in the related Financed Vehicle in favor of TMCC, as secured party, or all necessary actions with respect to such Receivable have been taken or will be taken to perfect a first priority security interest in the related Financed Vehicle in favor of TMCC, as secured party.

Creation

4.                      Immediately prior to the sale, transfer, assignment and conveyance of a Receivable by the Seller to the Issuer, the Seller owned and had good and marketable title to such Receivable free and clear of any Lien and immediately after the sale, transfer, assignment and conveyance of such Receivable to the Issuer, the Issuer will have good and marketable title to such Receivable free and clear of any Lien.

5.                      The Seller has received all consents and approvals to the sale of the Receivables hereunder to the Issuer required by the terms of the Receivables that constitute instruments.

Perfection

6.                      The Seller has caused or will have caused, within ten days after the effective date of this Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the Issuer hereunder; and the Servicer, in its capacity as custodian, has in its possession the original copies of such instruments or tangible chattel paper that constitute or evidence the Receivables, and all financing statements referred to in this paragraph contain a statement that: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party.”

SB-1

7.                    With respect to Receivables that constitute instruments or tangible chattel paper, either:

(i)           all original executed copies of each such instrument or tangible chattel paper have been delivered to the Indenture Trustee; or

(ii)          such instruments or tangible chattel paper are in the possession of the Servicer and the Indenture Trustee has received a written acknowledgment from the Servicer that the Servicer (in its capacity as custodian) is holding such instruments or tangible chattel paper solely on behalf and for the benefit of the Indenture Trustee; or

(iii)         the Servicer received possession of such instruments or tangible chattel paper after the Indenture Trustee received a written acknowledgment from the Servicer that the Servicer is acting solely as agent of the Indenture Trustee.

Priority

8.                    The Seller has not authorized the filing of, and is not aware of, any financing statements against the Seller that include a description of collateral covering the Receivables other than any financing statement (i) relating to the conveyance of the Receivables by TMCC to the Seller under the Receivables Purchase Agreement, (ii) relating to the conveyance of the Receivables by the Seller to the Issuer under this Agreement, (iii) relating to the security interest granted to the Indenture Trustee under the Indenture or (iv) that has been terminated.

9.                    The Seller is not aware of any material judgment, ERISA or tax lien filings against the Seller.

10.                  Neither the Seller nor a custodian or vaulting agent thereof holding any Receivable that is electronic chattel paper has communicated an “authoritative copy” (as such term is used in Section 9-105 of the UCC) of any loan agreement that constitutes or evidences such Receivable to any Person other than the Servicer.

11.                  None of the instruments, tangible chattel paper or electronic chattel paper that constitute or evidence the Receivables has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than TMCC, the Seller, the Issuer or the Indenture Trustee.

Survival of Perfection Representations

12.                  Notwithstanding any other provision of the Agreement or any other Basic Document, the perfection representations, warranties and covenants contained in this Schedule B shall be continuing, and remain in full force and effect until such time as all obligations under the Basic Documents and the Notes have been finally and fully paid and performed.

No Waiver

SB-2

13.                   The Seller and the Servicer shall provide the Rating Agencies with prompt written notice of any material breach of the perfection representations, warranties and covenants contained in this Schedule B, and shall not, without satisfying the Rating Agency Condition, waive a breach of any of such perfection representations, warranties or covenants.

SB-3

EXHIBIT A

Form of Servicer’s Certificate

(See Attached)

A-1

EXHIBIT B

FORM OF ANNUAL CERTIFICATION

Re: The Sale and Servicing Agreement, dated as of [________], 20[__] (the “Agreement”), among Toyota Auto Receivables 20[__]-[__] Owner Trust (the “Issuer”), Toyota Auto Finance Receivables LLC (“TAFR LLC” or the “Seller”) and Toyota Motor Credit Corporation (the “Servicer”).

I, ________________________________, the _______________________ of [NAME OF COMPANY] (the “Company”), certify to the Issuer and the Depositor, and their officers, with the knowledge and intent that they will rely upon this certification, that:

(1)           I have reviewed the servicer compliance statement of the Company provided in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the Company’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing reports, officer’s certificates and other information relating to the servicing of the Receivables by the Company during 20__ that were delivered by the Company to the Issuer and the Depositor pursuant to the Agreement (collectively, the “Company Servicing Information”);

(2)           Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Company Servicing Information;

(3)           Based on my knowledge, all of the Company Servicing Information required to be provided by the Company under the Agreement has been provided to the Issuer and the Depositor;

(4)           I am responsible for reviewing the activities performed by the Company as servicer under the Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under the Agreement in all material respects; and

(5)           The Compliance Statement required to be delivered by the Company pursuant to the Agreement, and the Servicing Assessment and Attestation Report required to be provided by the Company and by any Subservicer or Subcontractor pursuant to the Agreement, have been provided to the Issuer, the Administrator, the Depositor and the Trustees.  Any material instances of noncompliance described in such reports have been

B-1

disclosed to the Issuer, the Administrator and the Depositor.  Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports.

Date:           _________________________

By:  ______________________________

Name:

Title:

B-2

EXHIBIT C

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by the Servicer, shall address, at a minimum, the criteria identified as below as “Applicable Servicing Criteria”:

Reference	Criteria
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	X
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	X
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the receivables are maintained.	N/A
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	N/A
	Cash Collection and Administration
1122(d)(2)(i)	Payments on receivables are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	X
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	X1
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	N/A
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	X
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	X

 

1 Solely as it relates to remittance to the Indenture Trustee.

C-1

Reference	Criteria
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	N/A
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	X
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of receivables serviced by the Servicer.	X
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	X2
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	X3
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	X3
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on receivables is maintained as required by the transaction agreements or related receivables documents.	X
1122(d)(4)(ii)	Receivables and related documents are safeguarded as required by the transaction agreements	X
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	X

 

2 Solely as it relates to allocation and remittance to the Indenture Trustee.

 

3 Solely as it relates to remittance to the Indenture Trustee.

C-2

Reference	Criteria
1122(d)(4)(iv)	Payments on receivables, including any payoffs, made in accordance with the related receivables documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related receivables documents.	X
1122(d)(4)(v)	The Servicer’s records regarding the receivables agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.	X
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s receivables (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with usual customary procedures.	X
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with usual customary procedures.	X
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a receivable is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent receivables including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	X
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for receivables with variable rates are computed based on the related receivables documents.	N/A
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s receivables documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable receivables documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related receivables, or such other number of days specified in the transaction agreements.	N/A
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	N/A
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	N/A
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	N/A

C-3

Reference	Criteria
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	X
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	N/A

By:    _______________________________

          Name:

          Title:

C-4

EX-4.4

Exhibit 4.4

RECEIVABLES PURCHASE AGREEMENT

between

TOYOTA MOTOR CREDIT CORPORATION,

as Seller

and

TOYOTA AUTO FINANCE RECEIVABLES LLC,

as Purchaser

Dated as of [________], 20[__]

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS	1
SECTION 1.01.	Definitions	1
SECTION 1.02.	Other Definitional Provisions	3
ARTICLE II	CONVEYANCE OF RECEIVABLES	4
SECTION 2.01.	Conveyance of Receivables	4
SECTION 2.02.	Representations and Warranties of the Seller and the Purchaser	5
SECTION 2.03.	Representations and Warranties of the Seller as to the Receivables	8
SECTION 2.04.	Repurchase of Receivables	13
SECTION 2.05.	Covenants of the Seller	13
ARTICLE III	PAYMENT OF RECEIVABLES PURCHASE PRICE	14
SECTION 3.01.	Payment of Receivables Purchase Price	14
ARTICLE IV	TERMINATION	14
SECTION 4.01.	Termination	14
ARTICLE V	MISCELLANEOUS PROVISIONS	14
SECTION 5.01.	Amendment	14
SECTION 5.02.	Protection of Right, Title and Interest to Receivables	15
SECTION 5.03.	Governing Law	16
SECTION 5.04.	Notices	16
SECTION 5.05.	Severability of Provisions	17
SECTION 5.06.	Assignment	17
SECTION 5.07.	Further Assurances	17
SECTION 5.08.	No Waiver; Cumulative Remedies	17
SECTION 5.09.	Counterparts	17
SECTION 5.10.	Third-Party Beneficiaries	17
SECTION 5.11.	Merger and Integration	17
SECTION 5.12.	Headings	18
SECTION 5.13.	Indemnification	18
SECTION 5.14.	Merger or Consolidation of, or Assumption of the Obligations of, the Seller	18

i 

EXHIBIT A        Form of Transfer Notice                                                                         A–1

SCHEDULE I       Perfection Representations, Warranties and Covenants                S–2

ii 

RECEIVABLES PURCHASE AGREEMENT, dated as of [________], 20[__], between TOYOTA MOTOR CREDIT CORPORATION, a California corporation, as seller (the “Seller”), and TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company, as purchaser (the “Purchaser”).

WHEREAS, the Seller and the Purchaser wish to set forth the terms pursuant to which the Receivables (as hereinafter defined) and certain other property are to be sold by the Seller to the Purchaser, which Receivables will be transferred by the Purchaser, pursuant to the Sale and Servicing Agreement (as hereinafter defined), to the Toyota Auto Receivables 20[__]-[__] Owner Trust (the “Issuer”), which will issue notes backed by such Receivables and the other property of the Issuer and one or more certificates representing fractional undivided interests in such Receivables and the other property of the Issuer.

NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, each party agrees as follows for the benefit of the other party and for the benefit of the Purchaser, Issuer and Indenture Trustee:

ARTICLE I

DEFINITIONS

SECTION 1.01.      Definitions.  Whenever used in this Agreement, the following words and phrases shall have the following meanings:

“Agreement” shall mean this Receivables Purchase Agreement and all amendments hereof and supplements hereto.

“Amount Financed” in respect of a Receivable means the aggregate amount advanced under such Receivable toward the purchase price of the related Financed Vehicle and any related costs, including but not limited to accessories, insurance premiums, service and warranty contracts and other items customarily financed as part of retail passenger car, minivan, light-duty truck or sport utility vehicle installment sales contracts.

“Annual Percentage Rate” or “APR” of a Receivable means the annual rate of finance charges specified in such Receivable.

“Basic Documents” means this Receivables Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Securities Account Control Agreement and the other documents and certificates delivered in connection herewith and therewith.

“Closing Date” shall mean [________], 20[__].

“Cutoff Date” shall mean the close of business on [________], 20[__].

“Dealer Recourse” means, with respect to a Receivable, all recourse rights against the Dealer that originated the Receivable, and any successor Dealer, in respect of breaches of

1

representations and warranties relating to the origination of the related Receivables and the perfection of the security interests in the related Financed Vehicles.

“Financed Vehicle” means, with respect to a Receivable, the related passenger cars, minivans, light-duty trucks or sport utility vehicles, as the case may be, together with all accessions thereto, securing the related Obligor’s indebtedness under such Receivable.

“Indenture Trustee” shall mean [__________], as indenture trustee under the Indenture, or any successor trustee thereunder.

“Issuer” means the Toyota Auto Receivables 20[__]-[__] Owner Trust, a Delaware statutory trust.

“Lien” means any security interest, lien, charge, pledge, equity or encumbrance of any kind other than tax liens, mechanics’ liens and any liens that attach to a Receivable or any property, as the context may require, by operation of law.

“Liquidation Proceeds” means, with respect to a Defaulted Receivable, all amounts realized with respect to such Receivable from whatever sources (including, without limitation, proceeds of any Insurance Policy), net of amounts that are required by law or such Receivable to be refunded to the related Obligor.

“Obligor” on a Receivable means the purchaser or co-purchasers of the related Financed Vehicle purchased in part or in whole by the execution and delivery of such Receivable or any other Person who owes or may be liable for payments under such Receivable.

“Owner Trustee” shall mean [__________], not in its individual capacity but solely as owner trustee under the Trust Agreement, or any successor trustee thereunder.

“Purchaser” shall mean Toyota Auto Finance Receivables LLC, in its capacity as purchaser of the Receivables under this Agreement, and its successors and assigns.

“Receivable” means any retail installment sales contract executed by an Obligor in respect of a Financed Vehicle, and all proceeds thereof and payments thereunder, which Receivable shall be identified in the Schedule of Receivables attached as an Exhibit to the Transfer Notice delivered on the Closing Date, as amended from time to time.

“Receivable File” means with respect to each Receivable:

(a)      the fully executed original of the Receivable;

(b)      documents evidencing or related to any Insurance Policy;

(c)      the original credit application executed by the related Obligor (or a photocopy or other image thereof that the Servicer shall keep on file in accordance with its Customary Servicing Practices), on TMCC’s customary form, or on a form approved by TMCC;

2

(d)      the original certificate of title (or evidence that such certificate of title has been applied for), or a photocopy or other image thereof of such documents that the Servicer shall keep on file in accordance with the Servicer’s Customary Servicing Practices, evidencing the security interest in the related Financed Vehicle; and

(e)      any and all other documents (whether tangible or electronic) that the Seller or the Servicer, as the case may be, shall keep on file, in accordance with its Customary Servicing Practices, relating to such Receivable or the related Obligor or Financed Vehicle.

“Receivables Purchase Price” shall mean $[__________].

“Sale and Servicing Agreement” shall mean the Sale and Servicing Agreement dated as of [________], 20[__], by and among Toyota Auto Receivables 20[__]-[__] Owner Trust, as issuer, Toyota Auto Finance Receivables LLC, as seller, and Toyota Motor Credit Corporation, as servicer, and as to which the Indenture Trustee is a third party beneficiary.

“Securities Account Control Agreement” shall have the meaning ascribed thereto in the Sale and Servicing Agreement.

“Seller” shall mean Toyota Motor Credit Corporation, in its capacity as seller of the Receivables under this Agreement, and its successors and assigns.

“Transfer Notice” means a notice substantially in the form of Exhibit A hereto.

“Trust Agreement” means the Amended and Restated Trust Agreement dated as of [________], 20[__], by and between Toyota Auto Finance Receivables LLC, as depositor, and the Owner Trustee.

“Warranty Purchase Payment” means, with respect to a Payment Date and to a Warranty Receivable which is a Simple Interest Receivable repurchased by the Seller as of the close of business on the last day of the related Collection Period, the sum of (a) the unpaid Principal Balance owed by the Obligor in respect of such Receivable as of the last day of the related Collection Period plus (b) interest on such unpaid Principal Balance at a rate equal to the related APR to the last day in the related Collection Period.

“Warranty Receivable” means a Receivable purchased by the Seller pursuant to Section 2.03(c).

SECTION 1.02.      Other Definitional Provisions.

(a)      All capitalized terms not otherwise defined in this Agreement shall have the defined meanings used in the Sale and Servicing Agreement or Trust Agreement, as the case may be.

(b)      With respect to all terms in this Agreement, the singular includes the plural and the plural the singular; words importing any gender include the other genders; references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all

3

subsequent amendments, amendments and restatement and supplement thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement; references to Persons include their permitted successors and assigns; the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and the term “including” means “including without limitation.

ARTICLE II

CONVEYANCE OF RECEIVABLES

SECTION 2.01.      Conveyance of Receivables.

(a)      Subject to the terms and conditions of this Agreement, on the Closing Date the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, without recourse (subject to the Seller’s obligations hereunder):

(i)      all right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.03(c)) after the Cutoff Date;

(ii)      the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto;

(iii)      the interest of the Seller in any proceeds of any physical damage insurance policies covering Financed Vehicles and in any proceeds of any Insurance Policies relating to the Receivables or the Obligors;

(iv)      the interest of the Seller in any Dealer Recourse;

(v)      the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed in accordance with the terms thereof; and

(vi)      all proceeds of the foregoing.

The parties hereto intend that the conveyance hereunder be a sale.  In the event that the conveyance hereunder is not for any reason considered a sale, the Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing.  The parties intend that this Agreement constitute a security agreement under applicable law.  Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

4

In connection with the sale of the Receivables by the Seller to the Purchaser, the Seller agrees to deliver a Transfer Notice identifying the Receivables to the Purchaser on the Closing Date.

(b)      In connection with the foregoing conveyance, the Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the Seller thereof.

In connection with the foregoing conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations to show that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to deliver to the Purchaser a computer file or printed or microfiche list containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be delivered to the Purchaser on the Closing Date and is hereby incorporated into and made a part of this Agreement and (iii) to deliver the Receivable Files to or upon the order of the Purchaser.

SECTION 2.02.      Representations and Warranties of the Seller and the Purchaser.

(a)      The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement that:

(i)      Organization and Good Standing.  The Seller shall have been duly organized and shall be validly existing as a corporation in good standing under the laws of the State of California, with power and authority to own its properties and to conduct its business as such properties shall be currently owned and such business is presently conducted, and had at all relevant times, and shall now have, corporate power, authority and legal right to acquire, own and sell the Receivables.

(ii)      Due Qualification.  The Seller shall be duly qualified to do business as a foreign corporation in good standing, and shall have obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Seller to conduct its business or perform its obligations under this Agreement.

5

(iii)      Power and Authority.  The Seller shall have the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Seller shall have full power and authority to sell the property to be sold pursuant to this Agreement; and the execution, delivery and performance of this Agreement shall have been duly authorized by the Seller by all necessary action.

(iv)      Binding Obligation.  This Agreement shall have been duly authorized by all necessary corporate action on the part of the Seller and shall evidence a valid sale, transfer and assignment of the Receivables, enforceable against creditors of and purchasers from the Seller; and shall constitute a legal, valid and binding obligation of the Seller enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally or by general equity principles.

(v)      No Violation.  The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms of this Agreement shall not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Seller or any indenture, agreement or other instrument to which the Seller is a party or by which it shall be bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than the Basic Documents), nor violate any law or, to the best of the Seller’s knowledge, any order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties which breach, default, conflict, lien or violation would have a material adverse effect on the earnings or business affairs of the Seller.

(vi)      No Proceedings.  There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the Seller’s knowledge, threatened, against or affecting the Seller:  (i) asserting the invalidity or unenforceability of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement.

(b)      The Purchaser hereby represents and warrants to the Seller as of the date of this Agreement that:

(i)      Organization and Good Standing.  The Purchaser shall have been duly organized and shall be validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties shall be currently owned and such business is presently conducted, and had at all relevant times, and

6

shall now have, power, authority and legal right to acquire, own and sell the Receivables.

(ii)      Due Qualification.  The Purchaser shall be duly qualified to do business as a foreign limited liability company in good standing, and shall have obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Purchaser to conduct its business or perform its obligations under this Agreement.

(iii)      Power and Authority.  The Purchaser shall have the power and authority to execute and deliver this Agreement and to carry out its terms; the Purchaser shall have full power and authority to purchase the property to be purchased and shall have duly authorized such purchase; and the execution, delivery and performance of this Agreement shall have been duly authorized by the Purchaser by all necessary action.

(iv)      Binding Obligation.  This Agreement shall have been duly authorized by all necessary limited liability company action on the part of the Purchaser and shall evidence a valid sale, transfer and assignment of the Receivables, enforceable against creditors of and purchasers from the Purchaser; and shall constitute a legal, valid and binding obligation of the Purchaser enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally or by general equity principles.

(v)      No Violation.  The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms of this Agreement shall not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the Certificate of Formation or limited liability company agreement of the Purchaser or any indenture, agreement or other instrument to which the Purchaser is a party or by which it shall be bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than the Basic Documents), nor violate any law or, to the best of the Purchaser’s knowledge, any order, rule or regulation applicable to the Purchaser of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Purchaser or its properties which breach, default, conflict, lien or violation would have a material adverse effect on the earnings or business affairs of the Purchaser.

(vi)      No Proceedings.  There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the Purchaser’s knowledge, threatened, against or affecting the Purchaser: (i) asserting the invalidity or unenforceability of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this

7

Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Purchaser of its obligations under, or the validity or enforceability of, this Agreement.

(c)      Survival and Notice of Breach.  The representations and warranties set forth in this Section 2.02 shall survive the sale of the Receivables by the Seller to the Purchaser pursuant to this Agreement and the sale of the Receivables by the Purchaser to the Issuer pursuant to the Sale and Servicing Agreement and the pledge thereof to the Indenture Trustee pursuant to the Indenture. Upon discovery by the Seller or the Purchaser of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other party.

SECTION 2.03.      Representations and Warranties of the Seller as to the Receivables.

(a)      Eligibility of Receivables.  The Seller makes the following representations and warranties as to the Receivables on which the Purchaser is deemed to have relied in acquiring the Receivables.  Such representations and warranties speak as of the Cutoff Date and as of the Closing Date (unless, by its terms, a representation or warranty speaks specifically as of the Cutoff Date or the Closing Date, in which case, such representation or warranty speaks specifically as of such date only).

(i)      Characteristics of Receivables.  Each Receivable (i) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by TMCC from such Dealer under an existing agreement with TMCC and shall have been validly assigned by such Dealer to TMCC in accordance with the terms of such agreement and shall have been subsequently sold by TMCC to the Seller pursuant to this Agreement, (ii) on the Closing Date, shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of TMCC in the related Financed Vehicle, which security interest shall be assignable, and shall be so assigned, by the Seller to the Purchaser hereby, (iii) shall, except as otherwise provided in the Sale and Servicing Agreement, provide for scheduled monthly payments that fully amortize the Amount Financed by maturity (except for minimally different payments in the first or last month in the life of the Receivable and except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) and provide for a finance charge or yield interest at its APR, in either case calculated based on the Simple Interest Method, (iv) shall contain customary and enforceable provisions, such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (v) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest and (vi) allows for prepayment and partial prepayment without penalty.

(ii)      Schedule of Receivables to the Transfer Notice.  As of the Cutoff Date, the information set forth in the Schedule of Receivables attached to the

8

Transfer Notice shall be true and correct in all material respects and no selection procedures adverse to the Securityholders shall have been utilized in selecting the Receivables from those new and used passenger car, minivan, light-duty truck and sport utility vehicle receivables of TMCC that met the selection criteria set forth in this Section 2.03(a) and this Agreement.

(iii)      Compliance with Law.  Each Receivable, including each form of contract used to originate each Receivable and each sale of the related Financed Vehicle, shall have complied at the time such form of contract was used or such sale was originated or made, and shall comply at the time of execution of this Agreement, in all material respects with all requirements of applicable federal, state and local laws, and regulations thereunder, including usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, Federal Reserve Board Regulations B and Z (to the extent applicable), the Servicemembers Civil Relief Act of 2003, as amended, and state adaptations of the National Consumer Credit Protection Act and of the Uniform Consumer Credit Code and other consumer credit, equal credit opportunity and disclosure laws as applicable to such Receivable.

(iv)      Binding Obligation.  Each Receivable is on a form contract that includes rights and remedies allowing the holder to enforce the obligation and realize on the related Financed Vehicle.  Each Receivable shall constitute the legal, valid and binding payment obligation in writing of the related Obligor, enforceable by the holder thereof in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity and consumer protection laws, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

(v)      No Government Obligors.  None of the Receivables shall be due from the United States or any state or local government, or from any agency, department or instrumentality of the United States or any state or local government.

(vi)      Employee Obligors.  None of the Receivables shall be due from any employee of the Seller, TMCC or any of their respective Affiliates.

(vii)      Security Interest in Financed Vehicles.  Immediately prior to the sale, assignment and transfer thereof to the Purchaser on the Closing Date, each Receivable shall be secured by a validly perfected first priority security interest in the related Financed Vehicle in favor of TMCC as secured party or all necessary and appropriate action with respect to such Receivable shall have been taken to perfect a first priority security interest in such Financed Vehicle in favor of TMCC as secured party.

9

(viii)      Receivables in Force.  No Receivable shall have been satisfied, subordinated or rescinded, nor shall any Financed Vehicle have been released in whole or in part from the lien granted by the related Receivable.

(ix)      No Waivers.  As of the Cutoff Date, no provision of a Receivable shall have been waived (except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) in such a manner that such Receivable fails to meet all of the other representations and warranties made by the Seller herein with respect thereto.

(x)      No Amendments.  No material provision of a Receivable has been affirmatively amended, except amendments and modifications that are contained in the related Receivable File.  As of the Cutoff Date, no Receivable shall have been amended or modified in such a manner that the total number of Scheduled Payments has been increased (except pursuant to the Servicer’s Customary Servicing Practices, including Permitted Modifications that re-amortize the term of the Receivable) or that the related Amount Financed has been increased or that such Receivable fails to meet all of the other representations and warranties made by the Seller herein with respect thereto.

(xi)      No Defenses.  No facts shall be known to the Seller which would give rise to any right of rescission, setoff, counterclaim or defense, nor shall the same have been asserted or threatened, with respect to any Receivable.

(xii)      No Liens. The Seller has not received notice that any liens or claims have been filed as of the date of this Agreement, including liens for work, labor or materials relating to a Financed Vehicle, that shall be liens prior to, or equal or coordinate with, the security interest in such Financed Vehicle granted by the related Receivable, which Liens shall not have been released or satisfied as of the Closing Date.

(xiii)      No Default; No Repossession.  Except for payment delinquencies that, as of the Cutoff Date, have been continuing for a period of not more than 29 days, no default, breach, violation or event permitting acceleration under the terms of any Receivable shall have occurred as of the Cutoff Date; no continuing condition that with notice or the lapse of time would constitute a default, breach, violation or event permitting acceleration under the terms of any Receivable shall have arisen; the Seller shall not have waived any of the foregoing; and no Financed Vehicle has been repossessed without reinstatement as of the Cutoff Date.

(xiv)      Insurance.  The terms of each Receivable require the Obligor to obtain and maintain physical damage insurance covering the related Financed Vehicle in accordance with TMCC’s normal requirements.  The terms of each Receivable allow, but do not require TMCC to (and TMCC, in accordance with its current normal servicing procedures, does not) obtain any such coverage on behalf of the Obligor.

10

(xv)      Good Title.  It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables from the Seller to the Purchaser and that the beneficial interest in and title to the Receivables not be part of the debtor’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law.  No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the Purchaser, and no provision of a Receivable shall have been waived, except for a waiver that would not violate clause (ix) or clause (x) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Receivable free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Purchaser shall have good and marketable title to each Receivable, free and clear of all Liens and rights of others; and the transfer and assignment herein contemplated has been perfected under the UCC.

(xvi)      Lawful Assignment.  No Receivable shall have been originated in, or shall be subject to the laws of, any jurisdiction under which the sale, transfer and assignment of such Receivable under this Agreement or pursuant to a transfer of the related certificate of title shall be unlawful, void or voidable.  The terms of each Receivable do not limit the right of the owner of such Receivable to sell such Receivable.  The Seller has not entered into any agreement with any Person that prohibits, restricts or conditions the sale of any Receivable by the Seller.

(xvii)      All Filings Made.  As of the Closing Date, all filings (including UCC filings) necessary in any jurisdiction to provide third parties with notice of the transfer and assignment herein contemplated, to perfect the sale of the Receivables from the Seller to the Purchaser and from the Purchaser to the Issuer and to give the Indenture Trustee a first priority perfected security interest in the Receivables shall have been made.

(xviii)      One Original or Authoritative Copy.  There is only one original executed copy of each tangible record (except that carbon or other copies may exist) constituting or forming a part of each Receivable that is tangible chattel paper fully executed by the related Obligor, or a single “authoritative copy” (as such term is used in Section 9-105 of the UCC) of each electronic record constituting or forming a part of each Receivable in the form of electronic chattel paper.  Such “authoritative copy” of each Receivable in the form of electronic chattel paper consists of a copy or image stored in an electronic medium of the original executed copy of the Receivable in the form of tangible chattel paper that had been executed by the related Obligor, that had been delivered to TMCC before conversion to an electronic record, and that identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable.  No copies or revisions that change TMCC’s identification as the secured party or the assignee of the secured party can be made without the participation of TMCC.  Either (i) there are no copies of the authoritative copy of any Receivable in the form of electronic chattel paper or (ii) every copy of the authoritative copy and every copy of a copy is readily identifiable as a copy that is

11

not the authoritative copy of the Receivable in the form of electronic chattel paper.  No revision of the authoritative copy of the Receivable in the form of electronic chattel paper can be made unless such revision is readily identifiable as an authorized or unauthorized revision.  After the creation and designation of the electronic record evidencing the Receivable as the authoritative copy, the tangible record evidencing the Receivable was destroyed and, pending such destruction, was marked or maintained in such a manner to indicate that such tangible record is not an authoritative copy of the Receivable.

(xix)      Chattel Paper.  Each Receivable constitutes “chattel paper” that is in the form of either “tangible chattel paper” or “electronic chattel paper” as such terms are defined in the UCC.

(xx)      Additional Representations and Warranties.  (A) Each Receivable shall have an original number of Scheduled Payments of not less than [__] nor more than [__] and, as of the Cutoff Date, a remaining number of Scheduled Payments of not less than [__] nor more than [__]; (B) each Receivable provides for the payment of a finance charge based on an APR ranging from [____]% to not more than [____]%; (C) each Receivable shall have had an original principal balance of not less than $[__________] and not more than $[__________] and, as of the Cutoff Date, an unpaid principal balance of not less than $[__________] and not more than $[__________]; (D) no Financed Vehicle was subject to force-placed insurance as of the Cutoff Date; (E) each Receivable is being serviced by Toyota Motor Credit Corporation as of the Closing Date; (F) each Receivable is secured by a new or used passenger car, minivan, light-duty truck or sport utility vehicle; (G) no Receivable was more than 29 days past due as of the Cutoff Date; (H) as of the Cutoff Date, no Receivable was noted in the records of the TMCC or the Servicer as being the subject of a bankruptcy proceeding or insolvency proceeding; (I) each Receivable is calculated with the Simple Interest Method; and (J) each Receivable has a first scheduled due date of not later than [__] days after the Cutoff Date; and (K) each Receivable shall have had a FICO score of at least [____] as of the Cutoff Date.

(b)      Survival and Notice of Breach.  The representations and warranties set forth in this Section 2.03 shall speak as of the execution and delivery of this Agreement, but shall survive the sale, transfer and assignment of the Receivables to the Purchaser, any subsequent assignment or transfer pursuant to Article Two of the Sale and Servicing Agreement and any subsequent pledge of the Receivables under the Indenture. The Purchaser or the Seller, or the Owner Trustee, as the case may be, shall inform the other party promptly, in writing, upon discovery of any breach of the Seller’s representations and warranties pursuant to this Section which materially and adversely affects the interests of the Purchaser (or any assignee thereof) in any Receivable.

(c)      Perfection Representations, Warranties and Covenants.The Seller hereby makes the perfection representations, warranties and covenants set forth on Schedule I hereto to the Purchaser and the Purchaser shall be deemed to have relied on such representations, warranties and covenants in acquiring the Receivables.

12

SECTION 2.04.      Repurchase of Receivables.  In the event of a breach of any representation or warranty set forth in Section 2.03(a) which materially and adversely affects the interest of the Purchaser (or any assignee thereof) in any Receivable, unless such breach shall have been cured in all material respects, the Seller shall repurchase such Receivable by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be. This repurchase obligation shall obtain for all representations and warranties of the Seller contained in Section 2.03(a) of this Agreement whether or not the Seller has knowledge of the breach at the time of the breach or at the time the representations and warranties were made. In consideration of the purchase of any such Receivable, the Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser. Except as described below, the sole remedy of the Purchaser (or any assignee thereof) with respect to a breach of the Seller’s representations and warranties pursuant to this Agreement shall be to require the Seller to repurchase the related Receivable pursuant to this Section. Upon any such repurchase, the Purchaser shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Purchaser in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser or the Owner Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivable pursuant to this Section.  The sole remedy of the Purchaser, the Issuer, the Owner Trustee, the Indenture Trustee or the Securityholders with respect to a breach of the Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the Seller to repurchase the related Receivables pursuant to this Section.

SECTION 2.05.      Covenants of the Seller.  The Seller hereby covenants that:

(a)      Security Interests.  Except for the conveyances hereunder and any subsequent pledge of the Receivables under the Indenture, the Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Receivable, whether now existing or hereafter created, or any interest therein, the Seller will immediately notify the Purchaser of the existence of any Lien on any Receivable and, in the event that the interests of the Purchaser (or any assignee thereof) in such Receivable are materially and adversely affected, such Receivable shall be repurchased from the Purchaser by the Seller in the manner and with the effect specified in Section 2.04, and the Seller shall defend the right, title and interest of the Purchaser in, to and under the Receivables, whether now existing or hereafter created, against all claims of third parties claiming through or under the Seller; provided, however, that nothing in this subsection shall prevent or be deemed to prohibit the Seller from suffering to exist upon any of the Receivables, Liens for municipal or other local taxes if such taxes shall not at the time be due and payable or if the Seller shall currently be contesting the validity of such taxes in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto.

(b)      Delivery of Payments.  The Seller agrees to deliver in kind upon receipt to the Servicer under the Sale and Servicing Agreement (if other than the Seller) all payments received by the Seller in respect of the Receivables as soon as practicable after receipt thereof by

13

the Seller from and after the appointment of the Servicer as Servicer under the Sale and Servicing Agreement with respect to the Toyota Auto Receivables 20[__]-[__] Owner Trust.

(c)      Conveyance of Receivables.  The Seller covenants and agrees that it will not convey, assign, exchange, allow control over or otherwise transfer the Receivables (other than Receivables repurchased pursuant to Section 2.04) to any Person prior to the termination of this Agreement pursuant to Article IV hereof.

(d)      No Impairment.  The Seller shall take no action, nor omit to take any action, which would impair the rights of the Purchaser in any Receivable, nor shall it, except as otherwise provided in or permitted by either this Agreement or the Sale and Servicing Agreement, reschedule, revise or defer payments due on any Receivable.

ARTICLE III

PAYMENT OF RECEIVABLES PURCHASE PRICE

SECTION 3.01.      Payment of Receivables Purchase Price.  In consideration of the sale of the Receivables from the Seller to the Purchaser as provided in Section 2.01, on the Closing Date the Purchaser agrees to pay the Seller an amount equal to the Receivables Purchase Price.

ARTICLE IV

TERMINATION

SECTION 4.01.      Termination.  The respective obligations and responsibilities of the Seller and the Purchaser created hereby shall terminate, except for the indemnity obligations of the Seller as provided herein, upon the occurrence of (i) the discharge of all obligations of the Issuer under the Indenture and (ii) the termination of the Trust Agreement and dissolution of the Issuer as provided in Article IX of the Trust Agreement.

ARTICLE V

MISCELLANEOUS PROVISIONS

SECTION 5.01.      Amendment.  This Agreement may be amended from time to time by the Purchaser and the Seller, without the consent of any of the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or (ii) the Rating Agency Condition has been satisfied in respect of such proposed amendment.

14

This Agreement may also be amended from time to time by the Purchaser and the Seller, with prior written notice to the Rating Agencies, and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of Notes evidencing at least a majority of the outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement.

No amendment otherwise permitted under this Section 5.02 may (x) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions required to be made for the benefit of any Noteholders or Certificateholders without the consent of all Noteholders and Certificateholders adversely affected thereby, or (y) reduce the percentage of the Notes or Certificates which are required to consent to any such amendment without the consent of the Noteholders and Certficateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment.  No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder whose consent was not obtained.

Promptly after the execution of any such amendment or consent, the Seller shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee, the Owner Trustee and each of the Rating Agencies.

It shall not be necessary for the consent of the Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.  The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe.

SECTION 5.02.      Protection of Right, Title and Interest to Receivables.

(a)      The Seller, at its expense, shall cause this Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s right, title and interest to the Receivables and other property conveyed by the Seller to the Purchaser hereunder to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other property. The Seller shall deliver to the Purchaser file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing.  The Purchaser shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsection.

15

(b)      Within 30 days after the Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507 of the UCC as in effect in the applicable state, the Seller shall give the Purchaser notice of any such change and shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s security interest in the Receivables and the proceeds thereof.

(c)      The Seller shall notify the Purchaser within 30 days after any relocation of its principal executive office or state of incorporation, if, as a result of such relocation, the applicable provisions of the UCC as in effect in the applicable state would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file such financing statements or amendments

(d)      The Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables, the Seller’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Purchaser (or its assignee) in such Receivables and that such Receivables are owned by the Purchaser (or its assignee).  Indication of these respective interests in a Receivable shall be deleted from or modified on the Seller’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased.

(e)      If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Seller shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Purchaser.

SECTION 5.03.      Governing Law.  This Agreement shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

SECTION 5.04.      Notices.  All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, return receipt requested, to (a) in the case of the Purchaser, to Toyota Auto Finance Receivables LLC, 19851 Western Avenue EF 12, Torrance, California 90501, Attention: President; and (b) in the case of Toyota Motor Credit Corporation, 19001 South Western Avenue, Torrance, California 90501, Attention: Treasury Operations Department, (310) 468-4076, with a copy by electronic mail to TFS_Treasury_Operations@toyota.com; or, as to any of such Persons, at such other address as shall be designated by such Person in a written notice to the other Persons.

16

SECTION 5.05.      Severability of Provisions.  If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions and terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

SECTION 5.06.      Assignment.  This Agreement may not be assigned by the Purchaser or the Seller except as contemplated by this Section 5.06, Section 5.14 of this Agreement, and by the Sale and Servicing Agreement; provided, however, that simultaneously with the execution and delivery of this Agreement, the Purchaser shall assign all of its right, title and interest herein to the Issuer, which, in turn, will pledge its rights to the Indenture Trustee for the benefit of the Noteholders as provided in Section 2.01 of the Sale and Servicing Agreement, to which the Seller hereby expressly consents.  The Seller agrees to perform its obligations hereunder for the benefit of the Issuer and that the Indenture Trustee may enforce the provisions of this Agreement, exercise the rights of the Purchaser and enforce the obligations of the Seller hereunder without the consent of the Purchaser.

SECTION 5.07.      Further Assurances.  The Seller and the Purchaser agree to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the other party hereto or by the Issuer or the Indenture Trustee more fully to effect the purposes of this Agreement, including, without limitation, the execution of any financing statements, amendments, continuation statements or releases relating to the Receivables for filing under the provisions of the UCC or other law of any applicable jurisdiction.

SECTION 5.08.      No Waiver; Cumulative Remedies.  No failure to exercise and no delay in exercising, on the part of the Purchaser, the Issuer, the Indenture Trustee or the Seller, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

SECTION 5.09.      Counterparts.  This Agreement may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument.

SECTION 5.10.      Third-Party Beneficiaries.  This Agreement will inure to the benefit of and be binding upon the parties hereto, the Issuer and the Indenture Trustee for the benefit of the Noteholders, each of which shall be considered to be a third-party beneficiary hereof.  Except as otherwise provided in this Agreement, no other Person will have any right or obligation hereunder.

SECTION 5.11.      Merger and Integration.  Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement.

17

This Agreement may not be modified, amended, waived or supplemented except as provided herein.

SECTION 5.12.      Headings.  The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

SECTION 5.13.      Indemnification.  The Seller shall indemnify and hold harmless the Purchaser from and against any and all costs, expenses, losses, claims, damages, injury and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, and was imposed upon such Person through the willful misconduct or negligence of the Seller in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, including, but not limited to, any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Seller shall not indemnify any such Person if such acts, omissions or alleged acts or omissions constitute negligence or willful misconduct by the Purchaser.  In case any such action is brought against a party indemnified under this Section 5.13 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who may, unless there is, as evidenced by an Opinion of Counsel stating that there is an unwaivable conflict of interest, be counsel to the Seller), and the Seller will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation.

SECTION 5.14.      Merger or Consolidation of, or Assumption of the Obligations of, the Seller.

(a)      The Seller shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless:

(i)      the corporation formed by such consolidation or into which the Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of the Seller substantially as an entirety shall be organized and existing under the laws of the United States or any State or the District of Columbia, and, if the Seller is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Purchaser, in form reasonably satisfactory to the Purchaser, the performance of every covenant and obligation of the Seller hereunder and shall benefit from all the rights granted to the Seller hereunder in all material respects; and

(ii)      The Seller shall have delivered to the Purchaser an Officer’s Certificate of the Seller and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section and that all conditions precedent herein provided for relating to such transaction have been complied with.

18

(b)      The obligations of the Seller hereunder shall not be assignable nor shall any Person succeed to the obligations of the Seller hereunder except in each case in accordance with the provisions of the foregoing paragraph and of Section 5.06.

[Remainder of the page intentionally left blank]

19

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.

TOYOTA MOTOR CREDIT CORPORATION,

as Seller

By:   __________________________________

         Name:

         Title:

TOYOTA AUTO FINANCE RECEIVABLES LLC, as Purchaser

By:   __________________________________

         Name:

         Title:

EXHIBIT A

FORM OF TRANSFER NOTICE

Toyota Auto Finance Receivables LLC

19001 South Western Avenue NF10

Torrance, California 90501

Attention: Treasury Operations Department

Toyota Motor Credit Corporation

19001 South Western Avenue NF10

Torrance, California 90501

Attention: General Counsel

Ladies and Gentlemen:

Reference is made to that certain Receivables Purchase Agreement (the “Receivables Purchase Agreement”), dated as of [________], 20[__], between Toyota Motor Credit Corporation (the “Seller”) and Toyota Auto Finance Receivables LLC (the “Purchaser”).  Pursuant to Section 2.01 of the Receivables Purchase Agreement, the Seller hereby delivers this Transfer Notice identifying as “Receivables” the receivables described in Exhibit I attached hereto.  All references herein or in the Receivables Purchase Agreement to the Receivables shall be deemed to refer only to the Receivables described in Exhibit I attached hereto.

Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Receivables Purchase Agreement.

Kindly acknowledge your agreement and consent to the terms of this letter by signing and returning to us the enclosed duplicate copy hereof.

[SIGNATURE PAGE FOLLOWS]

A-1

Very truly yours,

TOYOTA MOTOR CREDIT CORPORATION

By: ___________________________________________

Name:

Title:

Date:

Acknowledged and consented to:

TOYOTA AUTO FINANCE RECEIVABLES LLC,

By:  ______________________________________________

Name:

Title:

Date:

A-2

SCHEDULE I

PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

          In addition to the representations, warranties and covenants contained in this Agreement, the Seller hereby represents, warrants and covenants to the Purchaser as follows on the Closing Date:

General

          1.       This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller.

          2.       The Receivables constitute “chattel paper” (including “tangible chattel paper” and “electronic chattel paper”) “accounts,” “instruments” or “general intangibles” within the meaning of the applicable UCC.

          3.       Each Receivable is secured by a first priority validly perfected security interest in the related Financed Vehicle in favor of TMCC, as secured party, or all necessary actions with respect to such Receivable have been taken or will be taken to perfect a first priority security interest in the related Financed Vehicle in favor of TMCC, as secured party.

Creation

          4.       Immediately prior to the sale, transfer, assignment and conveyance of a Receivable by the Seller to the Purchaser, the Seller owned and had good and marketable title to such Receivable free and clear of any Lien and immediately after the sale, transfer, assignment and conveyance of such Receivable to the Purchaser, the Purchaser will have good and marketable title to such Receivable free and clear of any Lien.

          5.       The Seller has received all consents and approvals to the sale of the Receivables hereunder to the Purchaser required by the terms of the Receivables that constitute instruments.

Perfection

          6.       The Seller has caused or will have caused, within ten days after the effective date of this Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the Purchaser hereunder; and the Servicer, in its capacity as custodian, has in its possession the original copies of such instruments or tangible chattel paper that constitute or evidence the Receivables, and all financing statements referred to in this paragraph contain a statement that: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party.”

S-1

          7.       With respect to Receivables that constitute instruments or tangible chattel paper, either:

(i)       all original executed copies of each such instrument or tangible chattel paper have been delivered to the Indenture Trustee; or

(ii)       such instruments or tangible chattel paper are in the possession of the Servicer and the Indenture Trustee has received a written acknowledgment from the Servicer that the Servicer (in its capacity as custodian) is holding such instruments or tangible chattel paper solely on behalf and for the benefit of the Indenture Trustee; or

 (iii)       the Servicer received possession of such instruments or tangible chattel paper after the Indenture Trustee received a written acknowledgment from the Servicer that the Servicer is acting solely as agent of the Indenture Trustee.

Priority

          8.       The Seller has not authorized the filing of, and is not aware of, any financing statements against the Seller that include a description of collateral covering the Receivables other than any financing statement (i) relating to the conveyance of the Receivables by the Seller to the Purchaser under this Agreement, (ii) relating to the conveyance of the Receivables by the Purchaser to the Issuer under the Sale and Servicing Agreement, (iii) relating to the security interest granted to the Indenture Trustee under the Indenture or (iv) that has been terminated.

          9.       The Seller is not aware of any material judgment, ERISA or tax lien filings against the Seller.

          10.       Neither the Seller nor a custodian or vaulting agent thereof holding any Receivable that is electronic chattel paper has communicated an “authoritative copy” (as such term is used in Section 9-105 of the UCC) of any loan agreement that constitutes or evidences such Receivable to any Person other than the Servicer.

          11.       None of the instruments, tangible chattel paper or electronic chattel paper that constitute or evidence the Receivables has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser, the Issuer or the Indenture Trustee.

Survival of Perfection Representations

          12.       Notwithstanding any other provision of the Agreement or any other Basic Document, the perfection representations, warranties and covenants contained in this Schedule I shall be continuing, and remain in full force and effect until such time as all obligations under the Basic Documents and the Notes have been finally and fully paid and performed.

No Waiver

S-2

          13.       The parties to this Agreement shall provide the Rating Agencies with prompt written notice of any material breach of the perfection representations, warranties and covenants contained in this Schedule I, and shall not, without satisfying the Rating Agency Condition, waive a breach of any of such perfection representations, warranties or covenants.

S-3

EX-4.5

Exhibit 4.5

ADMINISTRATION AGREEMENT

among

TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST,

as Issuer

TOYOTA MOTOR CREDIT CORPORATION,

as Administrator

and

[__________],

as Indenture Trustee

Dated as of [________], 20[__]

TABLE OF CONTENTS

		Page
1.	DUTIES OF THE ADMINISTRATOR	2
2.	RECORDS	9
3.	COMPENSATION	9
4.	ADDITIONAL INFORMATION TO BE FURNISHED TO THE ISSUER	9
5.	INDEPENDENCE OF THE ADMINISTRATOR	9
6.	NO JOINT VENTURE	9
7.	OTHER ACTIVITIES OF ADMINISTRATOR	9
8.	TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR	9
9.	ACTION UPON TERMINATION, RESIGNATION OR REMOVAL	11
10.	NOTICES	11
11.	AMENDMENTS	12
12.	SUCCESSOR AND ASSIGNS	13
13.	GOVERNING LAW	13
14.	HEADINGS	13
15.	COUNTERPARTS	13
16.	SEVERABILITY OF PROVISIONS	13
17.	NOT APPLICABLE TO TMCC IN OTHER CAPACITIES	13
18.	LIMITATION OF LIABILITY OF OWNER TRUSTEE AND INDENTURE TRUSTEE	13
19.	LIMITATION ON LIABILITY OF ADMINISTRATOR	14
20.	ADDITIONAL REQUIREMENTS OF THE ADMINISTRATOR	14
21.	NO PETITION	15
22.	THIRD-PARTY BENEFICIARY	16

i 

EXHIBITS

EXHIBIT A – FORM OF ANNUAL CERTIFICATION A-1

ii 

ADMINISTRATION AGREEMENT, dated as of [________], 20[__] (this “Agreement”), among TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST, a Delaware statutory trust (the “Issuer”), TOYOTA MOTOR CREDIT CORPORATION, a California corporation, as administrator (the “Administrator”), and [__________], [__________], not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”).

W I T N E S S E T H:

WHEREAS, beneficial ownership interests in the Issuer represented by the Toyota Auto Receivables 20[__]-[__] Owner Trust Asset Backed Certificates (the “Certificates”) has been issued in connection with the formation of the Issuer pursuant to the Trust Agreement, dated as of [________], 20[__], as amended by the Amended and Restated Trust Agreement, dated as of [________], 20[__] (the “Trust Agreement”), between Toyota Auto Finance Receivables LLC (“TAFR LLC”), a Delaware limited liability company, as depositor, and [__________], not in its individual capacity but solely as owner trustee (the “Owner Trustee”), to the owners thereof (the “Owners”);

WHEREAS, the Issuer is issuing the Toyota Auto Receivables 20[__]-[__] Owner Trust [____]% Asset Backed Notes, Class A-1, the Toyota Auto Receivables 20[__]-[__] Owner Trust [____]% Asset Backed Notes, Class A-2, the Toyota Auto Receivables 20[__]-[__] Owner Trust [____]% Asset Backed Notes, Class A-3, the Toyota Auto Receivables 20[__]-[__] Owner Trust [____]% Asset Backed Notes Class A-4 and the Toyota Auto Receivables 20[__]-[__] Owner Trust [____]% Asset Backed Notes Class B (collectively, the “Notes”) pursuant to the Indenture, dated as of [________], 20[__] (as amended and supplemented from time to time, the “Indenture”), between the Issuer and the Indenture Trustee (capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Indenture, the Trust Agreement or the Sale and Servicing Agreement, dated as of [________], 20[__], among the Issuer, Toyota Motor Credit Corporation (“TMCC”), as servicer, and TAFR LLC, as seller (the “Sale and Servicing Agreement”), as the case may be);

WHEREAS, TMCC and TAFR LLC have entered into the Receivables Purchase Agreement, dated as of [________], 20[__] (the “Receivables Purchase Agreement”), by and between TMCC, as seller, and TAFR LLC, as purchaser;

WHEREAS the Issuer has entered into certain agreements in connection with the issuance of the Certificate and the Notes, including the Trust Agreement, the Indenture, this Agreement and the Sale and Servicing Agreement (collectively, the “Basic Documents”);

WHEREAS, pursuant to the Basic Documents, the Issuer, the Owner Trustee and the Indenture Trustee are required to perform certain duties in connection with the Certificate, the Notes and the assets pledged pursuant to the granting clause of the Indenture (the “Collateral”);

WHEREAS the Issuer desires to appoint TMCC as administrator to perform certain of the duties of the Issuer and the Owner Trustee under the Basic Documents and to provide such additional services consistent with the terms of this Agreement and the Basic Documents as the Issuer and the Owner Trustee may from time to time request; and

WHEREAS the Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Issuer and the Owner Trustee on the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.           Duties of the Administrator.

(a)  Duties with respect to the Note Depository Agreement and the Indenture.

(i)           The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the Indenture and the Note Depository Agreement.  In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement.  The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement.  The Administrator shall prepare, execute and file or deliver on behalf of the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement.  In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture):

(A)           causing the Note Register to be kept, appointing the Note Registrar and giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);

(B)           preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b));

(C)           fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b));

(D)           preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02);

(E)           [reserved];

2

(F)           directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c));

(G)           preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09);

(H)           causing newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);

(I)           directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);

(J)           obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04);

(K)           preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c));

(L)           delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09);

(M)           identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07);

(N)           notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d));

(O)           preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10);

3

(P)           delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19);

(Q)           delivering notice of any breach of the representations, warranties and covenants contained in Schedule I to the Indenture to the Rating Agencies (Section 3.21);

(R)           causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14);

(S)           monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01);

(T)           complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04);

(U)           delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee  for delivery to Noteholders by the successor Indenture Trustee (Section 6.08);

(V)           preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10);

(W)           delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09);

(X)           causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);

(Y)           preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules

4

and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03);

(Z)           preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04);

(AA)           preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04);

(BB)           preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06);

(CC)           preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03);

(DD)           preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07);

(EE)           delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01);

(FF)           preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02);

(GG)           preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a));

(HH)           preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b));

(II)           notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04);

5

(JJ)           preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06);

(KK)           causing the recording of the Indenture, if applicable (Section 11.14); and

(ii)           The Administrator shall also:

(A)           pay the Indenture Trustee, to the extent not paid by the Servicer, from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a Trustee of an express trust);

(B)           reimburse each of the Indenture Trustee, Paying Agent, Note Registrar and Securities Intermediary, to the extent not reimbursed by the Servicer, upon its request for all reasonable expenses, disbursements and advances incurred or made by such party in accordance with any provision of the Indenture or the Securities Account Control Agreement (including the reasonable compensation, expenses and disbursements of its agents and counsel) to the extent such party is entitled to such reimbursement by the Issuer under the Indenture or the Securities Account Control Agreement;

(C)           indemnify each of the Indenture Trustee, Paying Agent and Note Registrar for, and hold it harmless against, any losses, liability or expense incurred without negligence or bad faith on the part of such party, arising out of or in connection with the acceptance or administration of the trusts and duties contemplated by the Indenture, including the reasonable costs and expenses of defending itself against any claim or liability in connection therewith, to the extent such party is entitled to such indemnification from the Issuer under the Indenture;

(D)           indemnify the Securities Intermediary for, and hold it harmless against, any losses, liability or expense incurred without negligence or bad faith on the part of the Securities Intermediary, arising out of or in connection with the performance of the duties contemplated by the Securities Account Control Agreement, including the reasonable costs and expenses of defending itself against any claim or liability in connection therewith;

(E)           pay the Owner Trustee, to the extent not paid by the Servicer, from time to time the reasonable compensation provided for in the Trust Agreement with respect to services rendered by the Owner Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a Trustee of an express trust);

(F)           reimburse the Owner Trustee, to the extent not reimbursed by the Servicer, upon its request for all reasonable expenses, disbursements and

6

advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including the reasonable compensation, expenses and disbursements of its agents and counsel) to the extent the Owner Trustee is entitled to such reimbursement under the Trust Agreement; and

(G)           indemnify the Owner Trustee for, and hold it harmless against, any loss, liability or expense incurred without gross negligence or bad faith on the part of the Owner Trustee, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement or any other Basic Document, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement to the extent the Owner Trustee is entitled to such indemnification under Section 8.02 of the Trust Agreement.

(b)  [Reserved.]

(c)  Additional Duties.

(i)           In addition to the duties of the Administrator set forth in Section 1(a), the Administrator shall perform such calculations, and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents.  Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator.  The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Sarbanes-Oxley Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations.

(ii)           Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement.  Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.

(iii)           Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the

7

duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder.

(iv)           The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed by the Administrator under the Trust Agreement.

(v)           In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties.

(vi)           The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents.

(d)  Non-Ministerial Matters.

(i)           With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action the Administrator shall have notified the Indenture Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Trustee or the Owner Trustee, as applicable, shall not have withheld consent or provided an alternative direction.  For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation:

(A)           the amendment of the Indenture or execution of any supplement to the Indenture;

(B)           the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Receivables);

(C)           the amendment, change or modification of any of the Basic Documents;

(D)           the appointment of successor Note Registrars, successor Paying Agents or successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, under the Indenture; and

(E)           the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object).

8

(ii)           Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (x) make any payments to the Noteholders under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

2.           Records.  The Administrator shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Issuer, the Owner Trustee and the Indenture Trustee at any time during normal business hours upon reasonable advance written notice.

3.           Compensation.  As compensation for the performance of the Administrator’s obligations under this Agreement and as reimbursement for its expenses related thereto, the Administrator shall be entitled to a fee in an amount to be agreed upon between the Servicer and the Administrator, and which shall be solely an obligation of the Servicer.

4.           Additional Information to be Furnished to the Issuer.  The Administrator shall furnish to the Issuer from time to time such additional information regarding the Collateral as the Issuer shall reasonably request.

5.           Independence of the Administrator.  For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuer, the Owner Trustee or the Indenture Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder.  Unless expressly authorized by the Issuer hereunder or otherwise, the Administrator shall have no authority to act for or represent the Issuer, the Owner Trustee or the Indenture Trustee, and shall not otherwise be or be deemed an agent of the Issuer, the Owner Trustee or the Indenture Trustee.

6.           No Joint Venture.  Nothing contained in this Agreement shall (i) constitute the Administrator and any of the Issuer, the Owner Trustee or the Indenture Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) be construed to impose any liability as such on any of them or (iii) be deemed to confer on any of them any  express, implied or apparent authority to incur any obligation or liability on behalf of the others.

7.           Other Activities of Administrator.  Nothing herein shall prevent the Administrator or its Affiliates from engaging in other businesses or, in its or their sole discretion, from acting as an administrator for any other person or entity, or in a similar capacity therefor, even though such person or entity may engage in business activities similar to those of the Issuer, the Owner Trustee or the Indenture Trustee.

8.           Term of Agreement; Resignation and Removal of Administrator.

(a)  This Agreement shall continue in force until the termination of the Issuer, upon which event this Agreement shall automatically terminate, except for Sections 1(a)(ii)(C), 1(a)(ii)(D), 1(a)(ii)(G) and 21 hereof, which shall each survive termination of this Agreement.

9

(b)  Subject to Sections 8(e) and 8(f), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 days, prior written notice.

(c)  Subject to Sections 8(e) and 8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 days prior written notice.

(d)  Subject to Sections 8(e) and 8(f), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur:

(i)           the Administrator shall fail to perform in any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 days (or, if such default cannot be cured in such time, shall not give within such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer);

(ii)           the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator (or, so long as the Administrator is TMCC, the Seller) in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or

(iii)           the consent by the Administrator (or, so long as the Administrator is TMCC, the Seller) to the appointment of a trustee in bankruptcy, conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Administrator (or, so long as the Administrator is TMCC, the Seller) of or relating to substantially all of their property, or the Administrator (or, so long as the Administrator is TMCC, the Seller) shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations.

The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence of such event.

(e)  No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder.

(f)  The appointment of any successor Administrator shall be effective only after the Rating Agency Condition has been satisfied.

10

(g)  Subject to Section 8(e) and 8(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically succeed to the rights, duties and obligations of the Administrator under this Agreement.

9.           Action upon Termination, Resignation or Removal.  Promptly upon the effective date of termination of this Agreement pursuant to Section 8(a) or the resignation or removal of the Administrator pursuant to Section 8(b), (c), (d) or (g), respectively, the Administrator shall be entitled to be paid all fees and reimbursable expenses accruing to it to the date of such termination, resignation or removal.  The Administrator shall forthwith upon such termination pursuant to Section 8(a) deliver to or to the order of the Issuer all property and documents of or relating to the Collateral then in the custody of the Administrator.  In the event of the resignation or removal of the Administrator pursuant to Section 8(b), (c), (d) or (g), respectively, the Administrator shall cooperate with the Issuer and take all reasonable steps requested to assist the Issuer in making an orderly transfer of the duties of the Administrator.

10.           Notices.  Any notice, report or other communication given hereunder shall be in writing and addressed as follows:

(a)  if to the Issuer, to:

Toyota Auto Receivables 20[__]-[__] Owner Trust

c/o [__________]

with a copy to:

Toyota Auto Receivables 20[__]-[__] Owner Trust

19001 South Western Avenue, EF12

Torrance, California 90501

Attention: General Counsel

(b)  if to the Administrator, to:

Toyota Motor Credit Corporation

19001 South Western Avenue, NF10

Torrance, California  90501

Attention:  Treasury Operations Department

With a copy by electronic mail to: TFS_Treasury_Operations@toyota.com

(c)  if to the Indenture Trustee, to:

[__________]

or to such other address as any party shall have provided to the other parties in writing.  Any notice required to be in writing hereunder shall be deemed given if such notice is mailed by certified mail, postage prepaid, or hand delivered to the address of such party as provided above.

11

11.           Amendments.  This Agreement may be amended from time to time by a written amendment duly executed and delivered by the Issuer, the Administrator and the Indenture Trustee, with the consent of the Owner Trustee, and without the consent of any of the Noteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or (ii) the Rating Agency Condition has been satisfied in respect of such proposed amendment.

This Agreement may also be amended from time to time by the Issuer, the Administrator and the Indenture Trustee, with the consent of the Owner Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of Notes evidencing at least a majority of the outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement.

No amendment otherwise permitted under this Section 11 may (x) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions required to be made for the benefit of any Noteholders or Certificateholders without the consent of all Noteholders and Certificateholders adversely affected thereby, or (y) reduce the percentage of the Notes or Certificates which are required to consent to any such amendment without the consent of the Noteholders and Certficateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment.  No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder whose consent was not obtained.

Promptly after the execution of any such amendment or consent, the Administrator shall furnish written notification of the substance of such amendment or consent to the Certificateholder and each of the Rating Agencies.

It shall not be necessary for the consent of the Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.  The manner of obtaining such consents and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe.

12.           Successor and Assigns.  This Agreement may not be assigned by the Administrator unless such assignment is consented to in writing by the Issuer, the Owner Trustee

12

and the Indenture Trustee, and the conditions precedent to appointment of a successor Administrator set forth in Section 8 are satisfied.  An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Administrator is bound hereunder.  Notwithstanding the foregoing, this Agreement may be assigned by the Administrator without the consent of the Issuer, the Owner Trustee and the Indenture Trustee to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Administrator, provided that such successor organization executes and delivers to the Issuer, the Owner Trustee and the Indenture Trustee an agreement in which such corporation or other organization agrees to be bound hereunder by the terms of said assignment in the same manner as the Administrator is bound hereunder.  Subject to the foregoing, this Agreement shall bind any successors or assigns of the parties hereto.

13.           Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

14.           Headings.  The section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement.

15.           Counterparts.  This Agreement may be executed in counterparts, each of which when so executed shall together constitute but one and the same agreement.

16.           Severability of Provisions.  If any one or more of the agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid or unenforceable in any jurisdiction, then such agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or the other rights of the parties hereto.

17.           Not Applicable to TMCC in Other Capacities.  Nothing in this Agreement shall affect any obligation, right or benefit TMCC may have in any other capacity or under any Basic Document.

18.           Limitation of Liability of Owner Trustee and Indenture Trustee.  Notwithstanding anything contained herein to the contrary, this instrument has been countersigned by [__________], not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer, and by [__________], not in its individual capacity but solely in its capacity as Indenture Trustee under the Indenture.  In no event shall [__________], in its individual capacity, [__________], in its individual capacity, or the Certificateholder have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer.

13

19.           Limitation on Liability of Administrator.  Neither the Administrator nor any of the directors, officers, employees or agents of the Administrator shall be under any liability to the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholder, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Administrator or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement.  The Administrator and any director, officer, employee or agent of the Administrator may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement.

20.           Additional Requirements of the Administrator.

(a)  Reporting Requirements.

(i)           If so requested by the Issuer for the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Administrator shall (i) notify the Issuer in writing of any material litigation or governmental proceedings pending against the Administrator and (ii) provide to the Issuer a description of such proceedings.

(ii)           As a condition to the succession to the Administrator by any Person as permitted by Section 8 hereof, the Administrator shall provide to the Issuer, at least 10 Business Days prior to the effective date of such succession or appointment, (x) written notice to the Issuer, of such succession or appointment and (y) in writing all information in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities.

(iii)           In addition to such information as the Administrator, as administrator, is obligated to provide pursuant to other provisions of this Agreement, if so requested by the Issuer, the Administrator shall provide such information regarding the performance or servicing of the Receivables as is reasonably required to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB.

(b)  Report on Assessment of Compliance and Attestation.  On or before 90 days after the end of each fiscal year, commencing with the fiscal year ended December 31, 20[__], the Administrator shall, if requested by the Issuer, not later than March 1st of the calendar year in which such certification is to be delivered, deliver to the Issuer and any other Person that will be responsible for signing a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction, a certification in the form attached hereto as Exhibit A.  The Administrator acknowledges that the Issuer may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission.  The Issuer shall not request delivery of such certification unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables.

14

(c)  Intent of the Parties; Reasonableness. The Issuer and the Administrator acknowledge and agree that the purpose of Section 20 of this Agreement is to facilitate compliance by the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission.

Neither the Issuer nor the Administrator shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act).  The Administrator acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Indenture Trustee, the Servicer or any other party to the Transaction Documents in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.  In connection therewith, the Administrator shall cooperate fully with the Issuer to deliver to the Issuer (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer, to permit the Issuer to comply with the provisions of Regulation AB.

The Issuer (including any of its assignees or designees) shall cooperate with the Administrator by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Issuer’s reasonable judgment, to comply with Regulation AB.

21.           No Petition.  Each of the parties hereto, by entering into this Agreement, hereby covenants and agrees that it shall not at any time acquiesce, petition or otherwise invoke or cause the Issuer or the Depositor to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuer or the Depositor under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or the Depositor, as the case may be, or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer or the Depositor, in connection with any obligations relating to the Notes, the Certificates, this Agreement or any of the Basic Documents prior to the date that is one year and one day after the date on which the Indenture is terminated.  This Section 21 shall survive the termination of this Agreement and the termination of the Administrator under this Agreement.

22.           Third-Party Beneficiary.  The Owner Trustee is a third-party beneficiary of this Agreement and is entitled to the rights and benefits given to the Owner Trustee hereunder and may enforce the provisions applicable to the Owner Trustee as if the Owner Trustee were a party hereto.

15

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the day and year first above written.

TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST

By: [__________], not in its individual capacity but solely as Owner Trustee

By:         ____________________________________________

Name:

Title:

TOYOTA MOTOR CREDIT CORPORATION,

as Administrator

By:         ____________________________________________

Name:

Title:

[__________],

not in its individual capacity but solely as Indenture Trustee

By:         ____________________________________________

Name:

Title:

By:         ____________________________________________

Name:

Title:

EXHIBIT A

FORM OF ANNUAL CERTIFICATION

Re: The Administration Agreement, dated as of [________], 20[__] (the “Agreement”), among Toyota Auto Receivables 20[__]-[__] Owner Trust (the “Issuer”), Toyota Motor Credit Corporation (the “Administrator”), and [__________] (the “Indenture Trustee”).

I, ________________________________, the _______________________ of [NAME OF COMPANY] (the “Company”), certify to the Issuer and Toyota Auto Finance Receivables LLC (the “Depositor”) and their officers that:

1.           I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of Toyota Auto Receivables 20[__]-[__] Owner Trust (the “Exchange Act periodic reports”);

2.           Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports; and

4.           All the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: [_____________].

Dated:           _________________________

By:  ___________________________

Name:

Title:

A-1

EX-4.6

Exhibit 4.6

SECURITIES ACCOUNT CONTROL AGREEMENT

(Toyota Auto Receivables 20[__]-[__] Owner Trust Reserve Account)

      This Securities Account Control Agreement (the “Agreement”) is dated as of [________], 20[__] and entered into between Toyota Auto Finance Receivables LLC (the “Pledgor”), a Delaware limited liability company, [__________], in its capacity as Indenture Trustee on behalf of the holders of the Notes referred to below (in such capacity, the “Indenture Trustee,” also referred to herein as the “Secured Party”) under the Indenture (the “Indenture”), dated as of [________], 20[__], between Toyota Auto Receivables 20[__]-[__] Owner Trust, a statutory trust formed pursuant to the laws of the State of Delaware (the “Issuer”), and [__________], in its capacity as securities intermediary (in such capacity, the “Securities Intermediary”).  Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Sale and Servicing Agreement dated as of [________], 20[__], between the Issuer, Toyota Auto Finance Receivables LLC, as seller, and Toyota Motor Credit Corporation (“TMCC”), as servicer (the “Sale and Servicing Agreement”).

PRELIMINARY STATEMENTS

A.      Trust Agreement.  The Issuer was formed as a Delaware statutory trust pursuant to the Trust Agreement, dated as of [________], 20[__], as the same has been amended and restated by the Amended and Restated Trust Agreement, dated as of [________], 20[__] (the “Trust Agreement”), by and between Toyota Auto Finance Receivables LLC and [__________], as owner trustee (in such capacity and not individually, the “Owner Trustee”).

B.      Administration Agreement.  Concurrently herewith, the Issuer, the Indenture Trustee and TMCC have entered into the Administration Agreement pursuant to which TMCC will perform certain administrative tasks on behalf of the Indenture Trustee and the Issuer (when acting in such capacity, TMCC is referred to herein as the “Administrator”).

C.      Indenture.  Concurrently herewith, the Issuer and Indenture Trustee have entered into the Indenture pursuant to which the Issuer will issue asset-backed notes (the “Notes”) in the principal amounts and for purposes specified therein.

D.      Intention.  The Pledgor intends to establish the Reserve Account, as described in Section 5.07 of the Sale and Servicing Agreement, and intends to pledge to and to grant “control” thereof (as such term is defined in the Uniform Commercial Code as in effect on the date hereof in New York (the “UCC”)) to the Indenture Trustee (as Secured Party) pursuant to the terms of this Agreement.  It is the intention of the parties hereto that the Securities Intermediary be bound to the terms of this Agreement and be obligated to perform the duties of the Securities Intermediary described herein.

NOW, THEREFORE, in consideration of the premises herein contained and in order to induce the Issuer and Indenture Trustee to execute and deliver the Indenture, to induce the Issuer to purchase the Receivables in contemplation of issuing the Notes, to induce the Indenture Trustee to authenticate the Notes and for other good consideration, the receipt and adequacy of which are hereby acknowledged, Pledgor, Securities Intermediary and Secured Party hereby agree as follows:

Section 1.      Definitions.

(a)      Specific Definitions.  The following terms used in this Agreement shall have the following meanings:

“Broker-Dealer”means a person registered as a broker or dealer under the Securities Exchange Act of 1934, as amended.

“Collateral” means (i) the Reserve Account, (ii) any amounts held from time to time in the Reserve Account, (iii) all Investments, including all Financial Assets, security entitlements, securities (whether certificated or uncertificated), instruments, accounts, general intangibles and deposits representing or evidencing any Investments, (iv) all interest, dividends, cash, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Collateral, and (v) to the extent not covered by clauses (i) through (iv) above, all proceeds of any or-all of the foregoing Collateral.

“Investments” means any Financial Assets credited to the Reserve Account, and any other property acquired by Securities Intermediary as securities intermediary hereunder in exchange for, with proceeds from or distributions on, or otherwise in respect of any Investments.

“Overnight Investments” means Investments of the kind described in clause (h) of the definition of “Eligible Investments.”

“Suspension Period” means any period (i) beginning promptly after receipt by Securities Intermediary of written notice from Secured Party, substantially in the form of the Prohibition Notice attached to this Agreement as Attachment 1, suspending Pledgor’s right to direct the investment of funds held for the credit of the Reserve Account, and (ii) ending promptly after receipt by Securities Intermediary of written notice from Secured Party, substantially in the form of the Rescission of Prohibition Notice attached to this Agreement as Attachment 2, rescinding the preceding Prohibition Notice.

(b)      General Provisions.  Unless otherwise defined herein or in the Sale and Servicing Agreement, terms used in Articles 8 and 9 of the UCC are used herein as therein defined.  Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

Section 2.      Establishment and Operation of Reserve Account.

(a)      Establishment of Reserve Account.  Pledgor and Secured Party hereby authorize and direct Securities Intermediary to establish and maintain in its corporate trust department, a segregated trust account that is an Eligible Deposit Account and that is a “securities account” as that term is defined in Section 8-501(a) of the UCC in the name of Secured Party and under the sole dominion and control of Secured Party, designated as “Toyota Auto Receivables 20[__]-[__] Owner Trust Reserve Account.” Securities Intermediary hereby undertakes to treat Secured

2

Party as the person entitled to exercise the rights that comprise any Financial Asset credited to the Reserve Account.  Secured Party and Pledgor agree that this account shall be the Reserve Account.

(b)      Acknowledgement of Receipt of Investments.  Securities Intermediary acknowledges the transfer by, or on behalf of, Pledgor, and the acquisition by Securities Intermediary, of cash in the amount of the Reserve Account Initial Deposit for the credit of the Reserve Account.

(c)      Operations of the Reserve Account.  The Reserve Account shall be operated, and all Investments shall be acquired and registered or held (as applicable), in accordance with the terms of this Agreement.  No funds shall be withdrawn from or deposited into the Reserve Account, except as provided in the Indenture and the Sale and Servicing Agreement.  To the extent that the Indenture and the Sale and Servicing Agreement require payments into the Reserve Account, the provisions set forth herein shall govern.

(d)      Account Statements.  Securities Intermediary shall send Secured Party and Pledgor written account statements with respect to the Reserve Account not less frequently than monthly.  Reports or confirmation of the execution of orders and statements of account shall be conclusive if not objected to in writing within 30 days after delivery.

Section 3.      Mechanics of Deposits of Funds or Investments to the Reserve Account.

(a)      Transfers to the Reserve Account.  Any transfers of funds to the Reserve Account shall be made by wire transfer (or, if applicable, intra-bank transfer) of immediately available funds addressed as follows:

[__________]

ABA No.: [__________]

SWIFT: [__________]

Acct Name:  [__________]

Account #: [__________]

Ref: [__________]

Transfers of Financial Assets to the Reserve Account shall be permitted by book-entry from securities accounts maintained with Securities Intermediary.

(b)      Notice of Transfers.  In the event of any transfer of funds or Financial Assets to the Reserve Account pursuant to any provision of Section 4, Secured Party, or Pledgor, as the case may be, shall promptly, after initiating or sending out written instructions with respect to such transfer, give notice to the other such party by facsimile of the date and amount of such transfer.

3

Section 4.      Eligible Investments and Transfers of Amounts in the Reserve Account.

(a)      Strict Compliance.  Funds or credit balances held by Securities Intermediary in the Reserve Account shall not be (i) invested or reinvested, (ii) sold or redeemed, or (iii) transferred from the Reserve Account, in either case except as provided in this Section 4.

(b)      Pledgor’s Right to Direct Investment.  Except during any Suspension Period, Securities Intermediary shall, (i) in accordance with Pledgor’s written Entitlement Orders given to Securities Intermediary from time to time, sell or redeem Investments, and apply amounts transferred to or held for the credit of the Reserve Account to make investments for credit to the Reserve Account, in Securities Intermediary’s name and as custodian under this Agreement, in Eligible Investments, or release such amounts to, or to the order of, Pledgor and (ii) on each Payment Date prior to the occurrence of an Event of Default that results in the acceleration of the Notes that has not been rescinded under the Indenture, release all income from the investment of funds in the Reserve Account from the security interest granted to the Indenture Trustee in this Agreement and pay such amounts to, or to the order of, the Pledgor.  During any Suspension Period and at any time after the occurrence of an Event of Default that results in the acceleration of the Notes which has not been rescinded under the Indenture, Pledgor’s right to direct such investments under this Section 4(b) shall be suspended, and Securities Intermediary shall not accept Entitlement Orders with respect to the Reserve Account from any person other than Secured Party; and any credit balances shall be invested and reinvested only as provided in Section 4(c).

(c)      Secured Party’s Right to Direct Investment.  During any Suspension Period and at any time after the occurrence of an Event of Default that results in the acceleration of the Notes which has not been rescinded under the Indenture, Securities Intermediary shall, in accordance with Secured Party’s written Entitlement Orders (which may be prepared and delivered by the Administrator acting in its capacity as such) given to Securities Intermediary from time to time, sell or redeem Investments, and apply amounts transferred to or held for the credit of the Reserve Account to make investments for credit to the Reserve Account, in Securities Intermediary’s name and as custodian under this Agreement, in Eligible Investments, or release such amounts to or to the order of the Secured Party.

(d)      Overnight Investments.  To the extent that, as of 12:00 noon, New York time on any Business Day, there are credit balances expected to remain after settlement of all pending transactions in the Reserve Account, unless otherwise instructed by Secured Party (or by Administrator acting in its capacity as such, or by Pledgor at all times other than during a Suspension Period or at any time after the occurrence of an Event of Default that results in the acceleration of the Notes which has not been rescinded under the Indenture), Securities Intermediary shall apply the expected credit balances to acquire Overnight Investments.  Any Overnight Investments shall be held for the credit of the Reserve Account from which the proceeds for acquisition was derived.

(e)      Actions of Securities Intermediary on Purchase of Investments.  Promptly upon the purchase, acquisition or transfer for credit of the Reserve Account of any Investment, Securities Intermediary shall take all steps that it customarily takes in the ordinary course of its

4

business to ensure that such Investment is credited on its books to the Reserve Account.  Without limiting the generality of the foregoing, Securities Intermediary shall promptly (i) send to Pledgor and Secured Party a written confirmation of the acquisition of such Investment, and (ii) indicate by book entry in its records that such Investment has been credited to, and is held for the credit of, the Reserve Account.  Securities Intermediary agrees with Pledgor and Secured Party that any credit balances or property credited to, or held for the credit of, the Reserve Account shall be treated as “Financial Assets” as that term is defined in Section 8-102(a)(9)(iii) of the UCC.

(f)      Grant of Control.  Anything contained herein to the contrary notwithstanding, Securities Intermediary shall, if and as directed inwriting by Secured Party, without the consent of Pledgor, whether during a Suspension Period or otherwise, (i) comply with Entitlement Orders originated by Secured Party with respect to the Reserve Account, and any Security Entitlements therein, (ii) transfer, sell or redeem any of the Collateral, (iii) transfer any or all of the Collateral to any account or accounts designated by Secured Party, including an account established in Secured Party’s name (whether at Secured Party or Securities Intermediary or otherwise), (iv) register title to any Collateral in any name specified by Secured Party consistent with the policies or practices of the applicable depository, including the name of Secured Party or any of its nominees or agents, without reference to any interest of Pledgor, or (v) otherwise deal with the Collateral as directed by Secured Party.  Nothing contained in this paragraph shall constitute a waiver by Pledgor of any rights or remedies it may have against Secured Party under this Agreement or any other agreement.

(g)      Deposit of Proceeds.  Subject to Section 4(b), any interest, cash dividends or other cash distributions received in respect of any Investments and the net proceeds ofany sale or payment of any Investments shall be promptly credited to, and held for the credit of the Reserve Account, and any distribution of property other than cash in respect of any Investment shall be credited to, and held for the credit of, the Reserve Account.

(h)      Valuation of Collateral.  Securities Intermediary shall provide view only access to its systems to Secured Party for the purpose of communicating data as to the Reserve Account as of that date.

Section 5.      Grant of Security Interest in Reserve Account; Covenant Against Creation of other Interests.

(a)      Security Interest.  Pledgor hereby grants to the Indenture Trustee, for the benefit of the Holders of the Notes, all of the Pledgor’s right, title and interest in and to the Collateral, whether now or hereafter existing or in which the Pledgor now has or hereafter acquires an interest and wherever the same may be located.  Securities Intermediary hereby acknowledges the security interest granted by the Pledgor in favor of the Indenture Trustee, for the benefit of the Holders of the Notes, in the Collateral and acknowledges that, on each Payment Date (i) prior to the occurrence of an Event of Default that results in an acceleration of the Notes that has not been rescinded under the Indenture and (ii) for so long as a Suspension Period is not continuing on such Payment Date, all income from the investment of funds in the Reserve Account will be (i) released from the security interest granted to the Indenture Trustee in this Agreement and (ii) paid to, or to the order of, the Pledgor.

5

(b)      Acknowledgement of Securities Intermediary’s Role.  Securities Intermediary hereby further acknowledges that, during any Suspension Period, it holds the Reserve Account, and all Security Entitlements therein, as custodian for, for the benefit of, and subject to the control of, Secured Party.  During any Suspension Period, Securities Intermediary shall, by book entry or otherwise, indicate that the Reserve Account, and all Security Entitlements registered to or held therein, are subject to the control of Secured Party as provided in Sections 4(c) and 4(e).  Securities Intermediary hereby further acknowledges that, subject to Section 4(f), at all times other than during a Suspension Period, it shall hold the Reserve Account, and all Security Entitlements therein, as custodian for, for the benefit of, and subject to the direction of, Pledgor at all times other than during a Suspension Period, Securities Intermediary shall, by book entry or otherwise, indicate that the Reserve Account, and all Security Entitlements registered to or held therein, are subject to the direction of Pledgor as provided in Section 4(b).

(c)      Securities Intermediary Has No Notice of Adverse Claims.  Securities Intermediary represents and warrants that (i) it has no notice of any Adverse Claim against any of the Collateral other than the claim of Secured Party under this Agreement, the Sale and Servicing Agreement and the Indenture; and (ii) it is not party to any agreement other than this Agreement that governs its rights or duties, or limits or conflicts with the rights of Secured Party, including the exclusive right of Secured Party to control as provided in Section 4(f), with respect to the Reserve Account.

(d)      Securities Intermediary Shall Not Acknowledge Other Claims.  Securities Intermediary agrees that, except as expressly provided in this Agreement (including Sections 4(b)) or with the written consent of Secured Party, it shall not agree to or acknowledge (i) any right by any Person other than Secured Party to originate Entitlement Orders or control with respect to the Reserve Account; or (ii) any limitation on the right of Secured Party to originate Entitlement Orders with respect to or direct the transfer of any Investments or cash credited to the Reserve Account.

Section 6.      Securities Intermediary Maintenance of the Reserve Account.

(a)      Transactions Shall Comply With Rules.  The parties acknowledge that all transactions in Financial Assets under this Agreement shall be in accordance with the rules and customs of the exchange, market or clearing organization, if any, in which the transactions are executed or settled and in conformity with applicable law and regulations of governmental authorities and future amendments or supplements thereto.

(b)      Risk of Investments and Transactions.  It is not the intention of the parties that Securities Intermediary should bear any investment risk associated with Eligible Investments or Overnight Investments acquired for the credit of the Reserve Account in accordance with Section 4.  Any losses or gains realized on such Investments shall be charged or credited to the Reserve Account, as appropriate.  On committing to a transaction for the credit of the Reserve Account pursuant to an instruction permitted in accordance with Section 4, Securities Intermediary may, (i) pending settlement, block (A) the Investments to be sold or (B) credit balances sufficient to settle any acquisition, or the Investment the liquidation of which will yield funds sufficient to settle any acquisition and, (ii) at the time of settlement, deliver such Investments or funds in accordance with the rules, custom or practice of the particular market.

6

(c)      Use of Intermediaries and Nominees.  Securities Intermediary is authorized, subject to Secured Party’s written instructions, to register any Financial Assets acquired by Securities Intermediary pursuant to this Agreement in the name of Securities Intermediary or in the name of its nominee, or to cause such securities to be registered in the name of a Federal reserve bank or a recognized securities intermediary or clearing corporation, or any nominee thereof.  Securities Intermediary may at any time and from time to time appoint, and may at any time remove, any bank, trust company, clearing corporation, or Broker-Dealer as its agent to carry out such of the provisions of this Agreement.  The appointment or use of any intermediary, or the appointment of any such agent, shall not relieve Securities Intermediary of any responsibility or liability under this Agreement.

(d)      Corporate Actions.  Except as otherwise set forth herein, Pledgor and Secured Party agree that Securities Intermediary shall have no responsibility for ascertaining or acting upon any calls, conversions, exchange offers, tenders, interest rate changes or similar matters relating to any Financial Assets credited to or held for the credit of the Reserve Account (except based on written instructions originated by Pledgor or Secured Party), or for informing Pledgor or Secured Party with respect thereto, whether or not Securities Intermediary has, or is deemed to have, knowledge of any of the aforesaid.  Securities Intermediary is authorized to withdraw securities sold or otherwise disposed of, and to credit the Reserve Account with the proceeds thereof or make such other disposition thereof as may be directed in accordance with this Agreement.  Securities Intermediary is further authorized to collect all income and other payments which may become due on Financial Assets credited to the Reserve Account, to surrender for payment maturing obligations and those called for redemption and to exchange certificates in temporary form for like certificates in definitive form, or, if the par value of any shares is changed, to effect the exchange for new certificates.  It is understood and agreed by Pledgor and Secured Party that, although Securities Intermediary will use reasonable efforts to effect the transactions set forth in the preceding sentence, Securities Intermediary shall incur no liability for its failure to effect the same unless its failure is the result of negligence or willful misconduct.

(e)      Disclosure of Account Relationships.  Pledgor and Secured Party acknowledge that Securities Intermediary may be required to disclose to securities issuers the name, address and securities positions with respect to Financial Assets credited to the Reserve Account, and hereby consent to such disclosures.

(f)      Forwarding of Documents.  Securities Intermediary shall forward to Pledgor and, if requested, Secured Party, or notify Pledgor and, if requested, Secured Party by telephone of, all written communications received by Securities Intermediary as owner of any Financial Assets credited to the Reserve Account and which are intended to be transmitted to the beneficial owner thereof.

(g)      Direction in Disputes.  Subject to Section 4(f), Pledgor, Securities Intermediary and Secured Party hereby agree that in the event any dispute arises with respect to the payment, ownership or right to possession of the Reserve Account or any other Collateral credited to or held therein Securities Intermediary shall take or refrain from taking such actions with respect to the Reserve Account as may be directed by (a) Secured Party during the Suspension Period and (b) Pledgor other than during the Suspension Period.

7

(h)      No Setoff, etc.  Securities Intermediary shall not exercise on its own behalf any claim, right of set-off, banker’s lien, clearing lien, counterclaim or similar right against any of the Collateral; provided that Securities Intermediary may deduct, from any credit balances, any usual and ordinary transaction and administration fees payable in connection with the administration and operation of the Reserve Account.  Except for claims for deductions permitted in the preceding sentence, Securities Intermediary agrees that any security interest it may have in the Reserve Account or any security entitlement carried therein shall be subordinate and junior to the interest of Secured Party.

(i)      Only Agreement.  This Agreement shall govern the actions, rights and obligations of Securities Intermediary, and shall determine the governing law, with respect to the Reserve Account and the Collateral notwithstanding any term or condition in any agreement other than this Agreement as it may be amended, supplemented or otherwise modified in writing.

(j)      Care of Financial Assets.  Securities Intermediary shall maintain possession or control of all Financial Assets credited to the Reserve Account by segregating such Financial Assets from its proprietary assets andkeeping them free of any lien, charge or claim of any third party granted or created by Securities Intermediary.  Securities Intermediary shall take such other steps to ensure that Financial Assets credited to the Reserve Account are identified as being held for customers of Securities Intermediary as may be required under applicable law or in accordance with custom and practice in the industry.

(k)      Further Actions.  Pledgor and Securities Intermediary shall take such further actions as Secured Party shall reasonably request as being necessary or desirable to maintain or achieve perfection or priority of Secured Party’s security interest with respect to the Collateral and to permit Secured Party to exercise its rights with respect to the Collateral.

Section 7.      Limitations on Duties, and Exculpation and Indemnification, of Securities Intermediary.

(a)      Limitation on Duty ofCare; Exculpation.  Securities Intermediary’s duties hereunder are only those specifically provided herein, and Securities Intermediary shall incur no liability whatsoever for any actions or omissions hereunder except for any such liability arising out of or in connection with Securities Intermediary’s negligence or willful misconduct.  Securities Intermediary has no obligation to ensure the sufficiency of this Agreement or the arrangements described hereunder to satisfy any objectives of Secured Party or Pledgor.  Securities Intermediary shall have no duty to supervise or to provide investmentcounseling or advice to Pledgor or Secured Party with respect to the purchase, sale, retention or other disposition of any Financial Assets held hereunder.  Except as specifically otherwise provided in this Agreement, Securities Intermediary shall not be responsible for enforcing compliance by the other parties to this Agreement with their respective duties and obligationsto each other under this or any other Agreement.

(b)      Consultation with Counsel.  Securities Intermediary may consult with, and obtain, at the expense of Pledgor, advice from, legal counsel as to the construction of any of the provisions of this Agreement, and shall incur no liability in acting in good faith in accordance with the reasonable advice and opinion of such counsel.

8

(c)      Reasonable Reliance.  Securities Intermediary shall be fully protected and shall suffer no liability in acting in accordance with any written instructions reasonably believed by it to have been given (i) by Secured Party (or from the Administrator purporting to be acting in its capacity as such) with respect to any aspect of the operation of the Reserve Account (including any such instructions relating to any investment or transfer of any amounts held therein) or (ii) by Pledgor, to the extent provided in Section 4(b), with respect to the Reserve Account.

(d)      Expenditure of Funds.  No provision of this Agreement shall require the Securities Intermediary to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(e)      Resignation.  The Securities Intermediary may at any time resign by giving 30 days written notice of resignation to the Secured Party and the Pledgor; provided however that no such resignation of the  Securities Intermediary shall be effective until a successor Securities Intermediary has been appointed and is serving pursuant to the terms hereof.  Upon receiving notice of such resignation, the Pledgor shall promptly appoint a successor, and upon acceptance by the successor of such appointment, release the resigning Successor Intermediary from its obligations hereunder by written instrument, a copy of which instrument shall be delivered to the other parties hereto, the Securities Intermediary and the successor Securities Intermediary.  If no successor shall have been so appointed and have accepted appointment within 45 days after the giving of such notice of resignation, the resigning Securities Intermediary may petition any court of competent jurisdiction on for the appointment of such successor.

(f)      Indemnity.  The Pledgor shall indemnify the Securities Intermediary and its officers, directors, employees an agents against any and all loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder not resulting from its own willful misconduct, negligence or bad faith.  The Securities Intermediary shall notify the Pledgor promptly of any claim for which it may seek indemnity.  Failure by the Securities Intermediary to so notify the Pledgor shall not relieve the Pledgor of its obligations hereunder.  The Pledgor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Securities Intermediary through the Securities Intermediary’s own willful misconduct, negligence or bad faith.  The provisions of this Section 7(f) shall survive the termination of this Agreement or the earlier resignation or removal of the Securities Intermediary

Section 8.      Representations and Warranties By Securities Intermediary.  Securities Intermediary hereby represents and warrants to Pledgor and Secured Party as follows:

(a)      Corporate Power.  Securities Intermediary has all necessary corporate power and authority to enter into and perform this Agreement.

(b)      Execution Authorized.  The execution, delivery and performance of this Agreement by Securities Intermediary have been duly authorized by all necessary corporate action on the part of Securities Intermediary.

9

(c)      Securities Intermediary.  Securities Intermediary is a “securities intermediary” (as that term is defined in Section 8-102(a)(14) of the UCC) and is acting in such capacity with respect to the Reserve Account.  Securities Intermediary is not a “clearing corporation” (as that term is defined in Section 8-102(a)(5) of the UCC).

Section 9.      Termination.  All rights to the Reserve Account and all other Collateral registered to or held therein shall revert to Pledgor, upon Securities Intermediary’s receipt of written notice, signed by an authorized officer of Secured Party, that the Indenture has terminated.

Section 10.      Resignation and Removal of Securities Intermediary.

(a)      Removal.  Securities Intermediary may be removed at any time by written notice given by Secured Party to Securities Intermediary and Pledgor, but such removal shall not become effective until a successor Securities Intermediary shall have been appointed by Secured Party and shall have accepted such appointment in writing.

(b)      Resignation.  Securities Intermediary may resign at any time by giving not less than thirty days’ writtennotice to Secured Party and Pledgor, but such .removal shall not become effective until a successor Securities Intermediary shall have, been appointed by Secured Party and shall have accepted such appointment in writing.  If an instrument of acceptance by a successor Securities Intermediary shall not have been delivered to the resigning Securities Intermediary within sixty days after the giving of any such notice of resignation, the resigning Securities Intermediary may, at the expense of Pledgor, petition any court of competent jurisdiction for the appointment of a successor Securities Intermediary.

(c)      Successor Securities Intermediary.  Any successor Securities Intermediary shall be a bank or trust company, having capital and surplus of at least $50 million, located in the State of New York.

(d)      Process of Succession.  Upon the appointment of a successor Securities Intermediary and its acceptance of such appointment, the resigning or removed Securities Intermediary shall transfer all items of Collateral held by it to such successor (which items of Collateral shall be transferred to new Reserve Account established and maintained by such successor).  Following such appointment all references herein to Securities Intermediary shall be deemed a reference to such successor; provided that the provisions of Section 7 hereof shall continue to inure to the benefit of the resigning or removed Securities Intermediary with respect to any actions taken or omitted to be taken by it under this Agreement while it was Securities Intermediary hereunder.

Section 11.      Secured Party as Indenture Trustee.  Secured Party shall at all times be the same Person that is the Indenture Trustee under the Indenture.  Resignation or removal of the Indenture Trustee under the Indenture shall also constitute substitution of a successor Secured Party under this Agreement.  Upon the acceptance of any appointment as successor Indenture Trustee under the Indenture, that successor Indenture Trustee shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Secured Party under this Agreement, and the retiring or removed Secured Party under this

10

Agreement shall promptly (i) transfer to such successor Secured Party all items of Collateral held by Secured Party, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Secured Party under this Agreement, and (ii) execute and deliver to such successor Secured Party such documents and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Secured Party of the security interests created hereunder, whereupon such retiring or removed Secured Party shall be discharged from its duties and obligation’s under this Agreement.

Section 12.      Choice of Law.  Both this Agreement and the Reserve Account shall be governed by the laws of the State of New York (regardless of its conflict of law provisions (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York)).  Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Reserve Account and Securities Entitlements related thereto shall be governed by the laws of the State of New York.

Section 13.      Amendments.  This Agreement may be amended from time to time by a written amendment duly executed and delivered by the Pledgor, the Indenture Trustee and the Securities Intermediary, and without the consent of any of the Noteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or (ii) the Rating Agency Condition has been satisfied in respect of such proposed amendment.

This Agreement may also be amended from time to time by the Pledgor, the Indenture Trustee and the Securities Intermediary and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of the Notes evidencing at least a majority of the outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement.

No amendment otherwise permitted under this Section 13 may (x) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions required to be made for the benefit of any Noteholders or Certificateholders without the consent of all Noteholders and Certificateholders adversely affected thereby, or (y) reduce the percentage of the Notes or Certificates which are required to consent to any such amendment without the consent of the Noteholders and Certficateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment.  No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Indenture Trustee certifying that such officer reasonably believes

11

that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder whose consent was not obtained.

Promptly after the execution of any such amendment or consent, the Indenture Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder and the Administrator and the Administrator shall provide such notification to each of the Rating Agencies.

It shall not be necessary for the consent of the Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.  The manner of obtaining such consents and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe.

Section 14.      Tax Reporting.  All items of income, gain, expense and loss recognized in the Securities Accounts shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of the Pledgor.

Section 15.      Compensation.  Pledgor shall pay to the Securities Intermediary from time to time reasonable compensation for its services hereunder.  Pledgor shall reimburse the Securities Intermediary upon request for all reasonable disbursements, expenses and advances incurred or made by it.  Such expenses shall include the reasonable compensation, disbursements and expenses of the Securities Intermediary’s agents and counsel.

Section 16.      Successors.  The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors.

Section 17.      Notices.  Any notice, request or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or two days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below.

Pledgor: Toyota Auto Finance Receivables LLC 19851 Western Avenue NF 10 Torrance, California 90501 Attention:  Treasury Operations Department Fax: (310) 381-7739 With a copy by electronic mail to: TFS_TREASURY_Operations@toyota.com  

12

	With a copy to: Toyota Auto Finance Receivables LLC 19851 Western Avenue EF 12 Torrance, California 90501 Attention:  Legal Department Fax: (310) 381-7739
Secured Party:	[__________]
	With a copy to: [__________]
Securities Intermediary:	[__________]
	With a copy to: [__________]

Any party may change its address for notices in the manner set forth above.

Section 18.      Counterparts.  This Agreement may be executed in any manner of counterparts, all of which shall constitute in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement, by signing and delivering one or more counterparts.

Section 19.      No Petition.  Each of the parties hereto, by entering into this Agreement, hereby covenants and agrees that it shall not at any time acquiesce, petition or otherwise invoke or cause the Issuer or the Pledgor to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuer or the Pledgor under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or the Pledgor, as the case may be, or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer or the Pledgor, in connection with any obligations relating to the Notes, the Certificates, this Agreement or any of the Basic Documents prior to the date that is one year and one day after the date on which the Indenture is terminated.  This Section 19 shall survive the termination of this Agreement and the termination of the Securities Intermediary under this Agreement.

[Remainder of page intentionally left blank]

13

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above.

TOYOTA AUTO FINANCE RECEIVABLES LLC

By:  _____________________________________                                                                         

Name:

Title:

[__________], as Securities Intermediary

By:  _____________________________________                                                                         

Name:

Title:

By:  _____________________________________                                                                         

Name:

Title:

[__________], not in its individual capacity but solely as Indenture Trustee

By:   _____________________________________                                                                        

Name:

Title:

By:   _____________________________________                                                                        

Name:

Title:

Attachment 1

FORM OF PROHIBITION NOTICE

Date:

[__________]

Toyota Auto Finance Receivables LLC

19851 Western Avenue NF 10

Torrance, California 90501

Attention:  Treasury Operations Department

Toyota Auto Finance Receivables LLC

19851 Western Avenue EF 12

Torrance, California 90501

Attention:  Legal Department

 Re:    Prohibition Notice:  Toyota Auto Receivables 20[__]-[__] Owner Trust - Reserve Account

Ladies and Gentlemen:

Pursuant to the Securities Account Control Agreement (the “Agreement”) dated as of [________], 20[__] and entered into between Toyota Auto Finance Receivables LLC, [__________], in its capacity as Indenture Trustee, and [__________], in its capacity as Securities Intermediary, we hereby give you this Prohibition Notice and notify you of the commencement of a Suspension Period.  Until further notice from the undersigned substantially in the form of Attachment 2 to the Agreement, the Securities Intermediary shall not accept or follow instructions from Pledgor pursuant to Section 4(b) of the Agreement.

Capitalized terms used and not otherwise defined in this notice are used with their respective meanings in the Agreement.

Yours truly,

[__________], as Indenture Trustee and Secured Party

By:   _____________________________________                                                                        

Its:    _____________________________________                                                                       

Attachment 2

FORM OF RESCISSION OF PROHIBITION NOTICE

Date:

[__________]

Toyota Auto Finance Receivables LLC

19851 Western Avenue NF 10

Torrance, California 90501

Attention:  Treasury Operations Department

Toyota Auto Finance Receivables LLC

19851 Western Avenue EF 12

Torrance, California 90501

Attention:  Legal Department

Re: Rescission of Prohibition Notice:  Toyota Auto Receivables 20[__]-[__] Owner Trust - Reserve Account

Ladies and Gentlemen:

Pursuant to the Securities Account Control Agreement (the “Agreement”) dated as of [________], 20[__], and entered into between Toyota Auto Finance Receivables LLC, [__________], in its capacity as Indenture Trustee, and [__________], in its capacity as Securities Intermediary, we hereby notify you of the rescission by Secured Party of the Prohibition Notice dated , 20__ and the end of the related Suspension Period.  You are hereby instructed that you shall accept and follow written instructions from Pledgor pursuant to Section 4(b) of the Agreement.

Capitalized terms used and not otherwise defined in this notice are used with their respective meanings in the Agreement.

Yours truly,

[__________], as Indenture Trustee and Secured Party

By:   _____________________________________                                                                        

Its:    _____________________________________                                                                       

EX-4.7

Exhibit 4.7

TOYOTA MOTOR CREDIT CORPORATION

AND

AS TRUSTEE

FORM OF

INDENTURE

DATED AS OF [________], 20[__]

$[__________]

TMCC DEMAND NOTES

CROSS-REFERENCE TABLE

(Not a part of this Indenture)

TIA SECTION		INDENTURE SECTION
ss.310	(a)(1)	7.10
	(a) (2)	7.10
	(a) (3)	N.A.
	(a) (4)	N.A.
	(a) (5)	7.10
	(b)	7.08
		7.10
		11.02
	(c)	N.A.
ss.311	(a)	7.11
	(b)	7.11
	(c)	N.A.
ss.312	(a)	2.05
	(b)	11.03
	(c)	11.03
ss.313	(a)	7.06
	(b) (1)	N.A.
	(b) (2)	7.06
	(c)	7.06
		11.02
	(d)	7.06
ss.314	(a)	4.09
		4.10
		11.02
	(b)	N.A.
		11.02
	(c) (1).	11.04
	(c) (2)	11.04
	(c) (3)	4.09 (c)
	(d)	N.A.
	(e)	11.05
	(f)	N.A.
ss.315	(a)	7.01(b)
	(b)	7.05
	(c)	7.01(a)
	(d)	7.01 (c )
	(e)	6.11
ss.316	(a) (last sentence)	2.09
	(a) (1) (A)	6.05
	(a) (1) (A)	6.04
	(a) (2)	N.A.

	(b)	6.07
	(c)	6.07
ss.317	(a) (1)	9.04
	(a) (2)	6.08
	(b)	2.04
ss.318	(a)	11.01
N.A. means not applicable

TABLE OF CONTENTS

		PAGE
ARTICLE I.	DEFINITIONS AND INCORPORATION BY REFERENCE.	1
SECTION 1.01.	DEFINITIONS.	1
SECTION 1.02.	INCORPORATION BY REFERENCE OF TIA.	1
SECTION 1.03.	RULES OF CONSTRUCTION.	2
ARTICLE II.	THE SECURITIES.	2
SECTION 2.01.	FORM; TITLE AND TERMS.	2
SECTION 2.02.	EXECUTION AND AUTHENTICATION.	3
SECTION 2.03.	SECURITIES REGISTER.	4
SECTION 2.04.	PAYING AGENT TO HOLD MONEY IN TRUST.	5
SECTION 2.05.	HOLDER LISTS.	5
SECTION 2.06.	TRANSFER AND EXCHANGE.	5
SECTION 2.07.	REPLACEMENT SECURITIES.	6
SECTION 2.08.	OUTSTANDING SECURITIES.	6
SECTION 2.09.	SECURITIES NOT OUTSTANDING.	7
SECTION 2.10.	RESERVED.	7
SECTION 2.11.	CANCELLATION.	7
SECTION 2.12.	DEFAULTED INTEREST.	7
SECTION 2.13.	PERSONS DEEMED OWNERS.	8
SECTION 2.14.	COMPUTATION OF INTEREST.	9
ARTICLE III.	REDEMPTION.	9
SECTION 3.01.	REDEMPTION.	9
ARTICLE IV.	COVENANTS.	9
SECTION 4.01.	PAYMENT OF SECURITIES.	9
SECTION 4.02.	MAINTENANCE OF OFFICE OR AGENCY; PAYING AGENT AND REGISTRAR.	10
SECTION 4.03.	COMPANY STATEMENT AS TO COMPLIANCE; NOTICE OF CERTAIN DEFAULTS.	10
ARTICLE V.	CONSOLIDATIONS AND MERGERS, ETC.	11
SECTION 5.01.	COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.	11
SECTION 5.02.	SUCCESSOR PERSON SUBSTITUTED FOR COMPANY.	11
ARTICLE VI.	DEFAULT AND REMEDIES.	12
SECTION 6.01.	EVENTS OF DEFAULT.	12
SECTION 6.02.	ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.	12

i

SECTION 6.03.	COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.	13
SECTION 6.04.	TRUSTEE MAY FILE PROOFS OF CLAIM.	14
SECTION 6.05.	TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.	14
SECTION 6.06.	APPLICATION OF MONEY COLLECTED.	15
SECTION 6.07.	LIMITATION ON SUITS.	15
SECTION 6.08.	UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND INTEREST.	16
SECTION 6.09.	RESTORATION OF RIGHTS AND REMEDIES.	16
SECTION 6.10.	RIGHTS AND REMEDIES CUMULATIVE.	16
SECTION 6.11.	DELAY OR OMISSION NOT WAIVER.	16
SECTION 6.12.	CONTROL BY HOLDERS OF SECURITIES.	17
SECTION 6.13.	WAIVER OF PAST DEFAULTS.	17
SECTION 6.14.	UNDERTAKING FOR COSTS.	17
ARTICLE VII.	TRUSTEE.	18
SECTION 7.01.	DUTIES OF TRUSTEE.	18
SECTION 7.02.	RIGHTS OF TRUSTEE.	19
SECTION 7.03.	INDIVIDUAL RIGHTS OF TRUSTEE.	20
SECTION 7.04.	TRUSTEE’S DISCLAIMER.	20
SECTION 7.05.	NOTICE OF DEFAULTS.	20
SECTION 7.06.	REPORTS BY TRUSTEE TO HOLDERS.	20
SECTION 7.07.	COMPENSATION AND INDEMNITY.	20
SECTION 7.08.	REPLACEMENT OF TRUSTEE.	21
SECTION 7.09.	SUCCESSOR TRUSTEE BY MERGER, ETC.	22
SECTION 7.10.	ELIGIBILITY; DISQUALIFICATION.	22
SECTION 7.11.	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.	23
ARTICLE VIII.	DEFEASANCE; SATISFACTION AND DISCHARGE.	23
SECTION 8.01.	DEFEASANCE OF THE INDENTURE.	23
SECTION 8.02.	SATISFACTION AND DISCHARGE OF THE INDENTURE.	24
SECTION 8.03.	SURVIVAL OF CERTAIN OBLIGATIONS.	25
SECTION 8.04.	ACKNOWLEDGMENT OF DISCHARGE BY TRUSTEE.	25
SECTION 8.05.	APPLICATION OF TRUST MONEY.	25
SECTION 8.06.	REPAYMENT TO THE COMPANY.	25
SECTION 8.07.	REINSTATEMENT.	26
ARTICLE IX.	AMENDMENTS, SUPPLEMENTS AND WAIVERS.	26
SECTION 9.01.	WITHOUT CONSENT OF HOLDERS.	26
SECTION 9.02.	WITH CONSENT OF HOLDERS.	27

ii

SECTION 9.03.	COMPLIANCE WITH TIA.	28
SECTION 9.04.	REVOCATION AND EFFECT OF CONSENTS.	28
SECTION 9.05.	NOTATION ON OR EXCHANGE OF SECURITIES.	29
SECTION 9.06.	TRUSTEE TO SIGN AMENDMENTS, ETC.	29
SECTION 9.07.	EFFECT OF SUPPLEMENTAL INDENTURES.	29
ARTICLE X.	MEETINGS OF AND ACTIONS BY HOLDERS.	30
SECTION 10.01.	PURPOSES FOR WHICH MEETINGS MAY BE CALLED.	30
SECTION 10.02.	MANNER OF CALLING MEETINGS.	30
SECTION 10.03.	CALL OF MEETINGS BY COMPANY OR HOLDERS.	31
SECTION 10.04.	WHO MAY ATTEND AND VOTE AT MEETINGS.	31
SECTION 10.05.	REGULATIONS MAY BE MADE BY TRUSTEE; CONDUCT OF THE MEETING; VOTING RIGHTS; ADJOURNMENT.	31
SECTION 10.06.	VOTING AT THE MEETING AND RECORD TO BE KEPT.	32
SECTION 10.07.	EXERCISE OF RIGHTS OF TRUSTEE OR HOLDERS MAY NOT BE HINDERED OR DELAYED BY CALL OF MEETING.	32
SECTION 10.08.	EVIDENCE OF ACTION TAKEN BY HOLDERS.	32
SECTION 10.09.	PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF SECURITIES.	33
SECTION 10.10.	RIGHT OF REVOCATION OF ACTION TAKEN.	33
ARTICLE XI.	MISCELLANEOUS.	34
SECTION 11.01.	TIA CONTROLS.	34
SECTION 11.02.	NOTICES.	34
SECTION 11.03.	COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.	35
SECTION 11.04.	CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.	35
SECTION 11.05.	STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.	35
SECTION 11.06.	RULES BY TRUSTEE, PAYING AGENT, REGISTRAR.	36
SECTION 11.07.	LEGAL HOLIDAYS.	36
SECTION 11.08.	GOVERNING LAW.	36
SECTION 11.09.	NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.	36
SECTION 11.10.	NO RECOURSE AGAINST OTHERS.	36
SECTION 11.11.	SUCCESSORS.	37
SECTION 11.12.	DUPLICATE ORIGINALS.	37
SECTION 11.13.	SEVERABILITY.	37
SECTION 11.14.	HEADINGS AND TABLE OF CONTENTS.	37

iii

ANNEX I. DEFINITIONS	I-1
EXHIBIT A. FORM OF SECURITY	A-1
EXHIBIT B FORM OF DEMAND	B-1

iv

INDENTURE dated as of [________], 20[__], between Toyota Motor Credit Corporation, a California corporation (the “Company”), and [_____________], as trustee (the “Trustee”).

RECITALS

A.      The Company is duly authorized to execute and deliver this Indenture and to provide for the issuance by the Company of the Securities as provided herein.

B.      All things have been done that are necessary to make the Securities, when executed by the Company and authenticated and delivered by the Trustee hereunder, the valid and binding legal obligations of the Company in accordance with the terms of this Indenture.

C.      For and in consideration of the premises and the purchase of the Securities by the Holders, each party hereto agrees as follows for the benefit of each other party and for the equal and ratable benefit of the Holders.

ARTICLE I.

DEFINITIONS AND INCORPORATION BY REFERENCE.

SECTION 1.01.      DEFINITIONS.

All capitalized terms used in this Indenture and not defined elsewhere herein shall have the meanings assigned to them in Annex I, which is hereby incorporated by reference in and made a part of this Indenture.

SECTION 1.02.      INCORPORATION BY REFERENCE OF TIA.

Wherever this Indenture refers to a provision of the TIA, such provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

“Commission” means the Securities and Exchange Commission.

“Indenture Securities” means the Securities.

“Indenture Security Holder” means a Holder or a Securityholder.

“Indenture to be Qualified” means this Indenture.

“Indenture Trustee” or “institutional trustee” means the Trustee.

“Obligor” on the indenture securities means the Company or any other obligor on the Securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule and not otherwise defined herein have the meanings assigned to them therein.

SECTION 1.03.      RULES OF CONSTRUCTION.

Unless the context otherwise requires:

(1)      a term has the meaning assigned to it;

(2)      unless otherwise expressly provided in this Indenture, an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP and all financial computations required under this Indenture shall be made in accordance with GAAP;

(3)      “or” is not exclusive;

(4)      words in the singular include the plural, and words in the plural include the singular;

(5)      provisions apply to successive events and transactions;

(6)      “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and

(7)      “including” shall be deemed to mean “including, without limitation”.

ARTICLE II.

THE SECURITIES.

SECTION 2.01.      FORM; TITLE AND TERMS.

The Securities and the Trustee’s certificate of authentication thereon shall be substantially in the forms set forth in Exhibit A hereto.  The Securities may have notations, legends or endorsements required by law or stock exchange rules.  Each Security shall be dated the date of its authentication.

The terms and provisions contained in the Securities shall constitute a part of, and are hereby incorporated by reference in and made a part of, this Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to their incorporation herein.

The Securities shall be known and designated as the “TMCC Demand Notes” of the Company. The aggregate original principal amount of Securities that may be authenticated and delivered under this Indenture is limited to $ , except as otherwise provided in Sections 2.06, 2.07 and 9.05. References herein and in the forms of Securities to “Security” or “Securities” shall include references to the principal amounts issued thereunder as evidenced by the appropriate notation on the Schedules.

The Securities shall be issuable only in registered form, without coupons. The minimum denominations of the Securities will be $0.01.

2

Interest on the Securities which is payable, and is punctually paid or duly provided for, on any Interest Payment Date, shall, except as otherwise provided in Section 2.12, be paid to the Persons in whose names the Securities (or one or more Predecessor Securities) are registered at the close of business on the Record Date next preceding such Interest Payment Date. At the option of the Company, payment of interest on the Securities due on any Interest Payment Date, falling after a Record Date for the payment of interest on the Securities and on or before the related Interest Payment Date, shall be paid by wire transfer to an account specified by the Person entitled thereto as proven by the names appearing in the Securities register.

SECTION 2.02.      EXECUTION AND AUTHENTICATION.

The Securities shall be executed on behalf of the Company by an Officer of the Company.  Any such signature may be by facsimile.

If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless.

All of the Securities to be issued under this Indenture, and all of the principal amounts to be evidenced by the Securities need not be issued at the same time and may be issued from time to time at the order of the Company as herein provided for. The Securities and the principal amount in respect of the Securities to be issued hereunder shall all be of the same series known as the “TMCC Demand Notes”, but need not have the same issue date, Stated Maturity Date, Required Rate, or Interest Payment Date. It is envisioned that [________] certificates representing potential investments related to the Securities shall be issued hereunder and carry principal balances which will correspond to amounts actually on deposit in the [specify relevant Noteholders’ or Certificateholders’ Account] in respect of the following amounts: (1) one certificate representing amounts allocated as [specify relevant Interest Distributable Amounts], [specify relevant Interest Carryover Shortfall Amounts], (the “Interest Demand Note”) in a maximum aggregate principal amount equal to $[________]; (2) one certificate representing amounts allocated to make applications in reduction of the Outstanding Amount of the [specify relevant Classes of Notes or Certificates] in a maximum aggregate principal amount equal to $[________]; in a maximum principal amount equal to $[________]; provided that nothing herein shall limit the number of certificates representing the Securities that may be issued hereunder. Each certificate representing a Security will have a Schedule attached thereto indicating: (i) the amount of the increase in the principal amount outstanding under such Security and the date on which each principal amount under such Security was first issued, (ii) the Stated Maturity Date for such principal amount, (iii) the Required Rate applicable to such principal amount, (iv) the amount of the decrease in the principal amount outstanding under such Security and the date on which such principal amount under such Security was paid, (v) the  2 amount of the interest paid on such Security and the date on which such interest was paid and (vi) the aggregate principal amount outstanding with respect to such certificate representing a Security.

A Security shall not be valid until the Trustee manually signs the certificate of authentication on the Security.  Entries on the Schedule to any such Security shall not be valid until the Trustee manually signs the space provided for such entry as authentication of such increase or decrease in outstanding principal amount of such Security.  Such signature shall be conclusive evidence that the Security and such entry has been authenticated under this Indenture.

3

The Trustee shall authenticate Securities for original issue in any amount not to exceed the maximum aggregate principal amount as aforesaid, upon a written order of the Company signed by an Officer of the Company.  The Trustee shall annotate and initial the Schedule attached to a Security to indicate the issuance of an additional principal amount of the Securities, upon either (i) a written order of the Company signed by an Officer of the Company, or (ii) if an Officer’s Certificate has previously been delivered to the Trustee by the Company specifying the names and titles of officers, employees or agents of the Company eligible to give such an order, the order of any such officer, employee or agent of the Company, which order may be by facsimile (promptly confirmed in writing). Any such order shall specify the principal amount in respect of the Securities to be issued and to which certificate such amount shall be allocable, the applicable Required Rate, the Stated Maturity Date and the date on which such issue of principal in respect of the Securities is to be authenticated.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities and the Schedules attached thereto.  Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities and the Schedules attached thereto whenever the Trustee may do so.

Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company.  The Trustee is initially appointed as the authentication agent by the Company.

Notwithstanding the foregoing, in lieu of annotating the related Schedule and initializing such entries, the Trustee may instead provide a written confirmation to the Company of its receipt of and compliance with any [Company Order] and of its receipt of each payment made by the Company in respect of any principal amount of any Security or interest on any principal amount of any Securities, which alternative written confirmations shall be deemed to be conclusive evidence that the Trustee has received any such [Company Order] or payment from the Company, in each case with the same force and effect as if the Schedule had in fact been annotated and initialed as described above; provided that the Company shall not be obligated to make any payment at the Maturity of any Security unless and until the Trustee delivers to the Company the related Schedule annotated with entries corresponding to each such alternative confirmation and having each such annotation authenticated as described above.

SECTION 2.03.      SECURITIES REGISTER.

The Company shall keep or cause to be kept at the Corporate Trust Office or at any office or agency of the Company where Securities may be presented for registration of transfer or for exchange as provided in Section 4.02 a register in which, subject to such reasonable regulations as the Company may prescribe, the Company shall provide for the registration of Securities and registration of transfers and exchanges of Securities as in this Article provided.  The Registrar appointed pursuant to Section 4.02 shall keep the register of the Securities and of their transfer and exchange.

4

SECTION 2.04.      PAYING AGENT TO HOLD MONEY IN TRUST.

Each Paying Agent appointed pursuant to Section 4.02 shall hold in trust for the benefit of the Persons entitled thereto, without interest, all money held by such Paying Agent for the payment of principal and interest on the Securities (whether such money has been paid to it by the Company or any other obligor on the Securities), and shall notify the Trustee in writing of any Default by the Company (or any other obligor on the Securities) in making any such payment.  If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate the money and hold it as a separate trust fund.  The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any payment Default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed.  Upon payment of all funds held by it to the Trustee, the Paying Agent shall have no further liability for such money.  As provided in Section 6.04 hereof, in any bankruptcy, insolvency, reorganization or other similar proceeding relative to the Company or any other obligor on the Securities, the Trustee shall serve as Paying Agent for the Securities; provided that the foregoing shall not relieve the Company of its obligations under Section 4.02.

SECTION 2.05.      HOLDER LISTS.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list of the names and addresses of the Holders furnished to it or maintained by it in its capacity as Registrar.  If and so long as the Trustee is not the Registrar, in accordance with Section 312(a) of the TIA, the Company shall furnish or cause to be furnished to the Trustee semiannually not less than 30 days nor more than 60 days before each Interest Payment Date and at such times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders including an identification of the Securities and the aggregate amount thereof.

SECTION 2.06.      TRANSFER AND EXCHANGE.

(a)      The Trustee will not authenticate or deliver any Security in connection with any registration of transfer to any person unless the Trustee has received a certification from the transferring Holder to the effect that (i) it is no longer the Owner Trustee of the Toyota Auto Receivables Owner Trust and the proposed transferee is its successor in such capacity, or (ii) a Swap Termination has occurred and such proposed transfer is made in contemplation of a liquidation of the trust assets. Each certificate shall bear a legend containing the foregoing transfer restrictions.

(b)      When Securities are presented to the Registrar or a co-Registrar with a written request satisfying the requirements of clause (a) to register the transfer of such Securities or to exchange such Securities for an equal principal amount of Securities in other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange if its reasonable requirements for such transactions (which may include a requirement that any Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Registrar and the

5

Trustee duly executed by the Holder thereof or his attorney duly authorized in writing) are met. To permit registration of transfers and exchanges as provided herein, the Company shall execute and the Trustee shall authenticate and deliver Securities at the Registrar’s or a co-Registrar’s written request. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange.  No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith, other than in the case of exchanges under Section 9.05 hereof not involving any transfer.

SECTION 2.07.      REPLACEMENT SECURITIES.

If a defaced or mutilated Security is surrendered to the Trustee or if the Holder of a Security presents evidence to the reasonable satisfaction of the Trustee that the Security has been lost, destroyed or stolen the Company shall execute and the Trustee shall authenticate a replacement Security if the Company’s and the Trustee’s reasonable requirements are met.  The Trustee or the Company may require an indemnity bond or other security, sufficient in the reasonable judgment of both the Company and the Trustee, to protect the Company, the Trustee or any Agent from any loss which any of them may suffer if a Security is replaced.  The Company and the Trustee may charge such Holder for their reasonable expenses in replacing a Security.

Every replacement Security is an additional obligation of the Company, whether or not the apparently destroyed, lost or stolen Security shall be at any time enforceable by anyone, and such replacement Security shall be entitled to the benefits of and subject to the limitations of rights set forth in this Indenture.

The provisions of this Section, as amended or supplemented pursuant to this Indenture with respect to particular Securities or generally, shall be exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 2.08.      OUTSTANDING SECURITIES.

Securities outstanding at any time under this Indenture are all Securities that have been theretofore authenticated and delivered under this Indenture, except (a) those canceled by the Trustee, (b) those delivered to the Trustee for cancellation, (c) those in exchange for or in lieu of which other Securities have been authenticated and delivered under this Indenture and (d) those described in this Section as not outstanding.

Except as provided in Section 2.09 hereof, a Security does not cease to be outstanding because the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor holds the Security.

If a Security is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser.

6

If on the Stated Maturity Date of any Securities, the Paying Agent (other than the Company or a Subsidiary) holds U.S. Legal Tender sufficient to pay all of the principal and interest due on the Securities payable on that date, then on and after that date such Securities shall cease to be outstanding and interest on them shall cease to accrue.

SECTION 2.09.      SECURITIES NOT OUTSTANDING.

In determining whether the Holders of the required principal amount of outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder or whether a quorum is present at a meeting of Holders of Securities, Securities owned by the Company or any other obligor on the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver or upon any such determination as to the presence of a quorum, only Securities which a Trust Officer actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or an Affiliate of the Company or of such other obligor.  The Trustee may require an Officer’s Certificate listing Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.

SECTION 2.10.      RESERVED.

SECTION 2.11.      CANCELLATION.

The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar, each co-Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for transfer, exchange or payment.  The Trustee shall cancel all Securities surrendered for registration of transfer, exchange, payment, replacement or cancellation. Subject to Section 2.07 hereof, the Company may not execute new Securities to replace Securities it has paid or delivered to the Trustee for cancellation. All canceled Securities held by the Trustee shall be destroyed and certification of their destruction delivered to the Company, unless the Company shall direct the Trustee, by a written order signed by an Officer of the Company, to return the cancelled Securities to the Company.

SECTION 2.12.      DEFAULTED INTEREST.

If the Company fails to pay any principal of or interest on any Security on the due date therefor (whether upon acceleration, at the related Stated Maturity Date or otherwise), the Company shall pay, from and after the expiration of any cure period, interest thereon, at the rate per annum borne by the Securities, to the extent permitted by law.  Any interest on any Security which shall be payable, but shall not be punctually paid or duly provided for, on any Interest Payment Date for such Security (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder thereof on the relevant Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below:

7

(1)      The Company may elect to make payment of any Defaulted Interest to the Person in whose name such Security (or a Predecessor Security thereof) shall be registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which date shall be fixed in the following manner:

(A)      The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on such Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of U.S. Legal Tender equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such U.S. Legal Tender when so deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided.

(B)      Thereupon, the Trustee shall fix a “Special Record Date” for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class, postage prepaid, to each Holder of Securities at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Person in whose name such Security (or a Predecessor Security thereof) shall be registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).

(2)      The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, if, after written notice given by the Company to the Trustee of the proposed payment method pursuant to this clause, such payment method shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

SECTION 2.13.      PERSONS DEEMED OWNERS.

Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any Agent may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payments of principal of and, subject to Section 2.12, interest on such Security and for all other purposes whatsoever (whether or not such Security is overdue), and neither the Company nor the Trustee or any other Agent shall be affected by notice to the contrary.

8

SECTION 2.14.      COMPUTATION OF INTEREST.

Interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months.

ARTICLE III.

REDEMPTION.

SECTION 3.01.      REDEMPTION.

The Securities may not be redeemed at the option of the Company, in whole or in part at any time prior to their respective Stated Maturities.

ARTICLE IV.

COVENANTS.

SECTION 4.01.      PAYMENT OF SECURITIES.

The Company will punctually pay the principal of and interest on the Securities on the dates and in the manner provided in the Securities and this Indenture.

The Company will, on or prior to the day when any principal of or interest on any of the Securities becomes payable, whether at the Stated Maturity Date thereof, by demand for payment by any Holder of a Security (i) if for any reason [_____] reduces the Company’s short-term debt to a rating less than [__] or the Company’s long-term debt to a rating of less than [__] or [______] reduces the Company’s short-term debt to a rating less than [__] or the Company’s long-term debt to a rating less than [__] and the Trustee determines, based on advice of [________], its successor or its independent public accountants, that at such time one or more Permitted Investments having substantially the same maturities, similar demand features and bearing interest at the relevant Required Rates are available and, based on oral or written advice to such effect from each Rating Agency, that investment therein rather than in the Company’s Demand Notes will not, by itself, cause a Rating Agency to reduce or withdraw its rating of any Class of [Notes][Certificates] or (ii) in connection with any Swap Termination, in the form of Exhibit B hereto delivered to the Trustee, surrender the Securities for repurchase, declaration of acceleration or otherwise, and deposit with the Paying Agent (or, if the Company or a Subsidiary of the Company is acting as Paying Agent, segregate and hold in trust), in immediately available funds, no later than 12:00 noon (New York City time), a sum in U.S. Legal Tender sufficient to pay the principal and interest becoming due. Such sum shall be held in trust for the benefit of the Holders entitled to such payment and (unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure so to act, and of the amount of each such payment made to each Paying Agent.

On the second Business Day preceding each Monthly Allocation Date on which Securities are to be issued or additional amounts are to be invested in outstanding Securities, the Trustee will calculate the Commercial Paper Rate for the relevant Interest Period for each

9

Security in which an investment is to be made, and shall inform the Company promptly in writing of each such Commercial Paper Rate.

SECTION 4.02.      MAINTENANCE OF OFFICE OR AGENCY; PAYING AGENT AND REGISTRAR.

The Company will maintain in [city], an office or agency where Securities may be presented or surrendered for payment (“Paying Agent”), where Securities may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of payments on the Securities or under this Indenture may be served.  Unless otherwise expressly provided herein, the Trustee, the Company or a Subsidiary of the Company may act as Registrar, co-Registrar or Paying Agent.  The Company shall give prompt written notice to the Trustee and the Holders of the location, and any change in the location, of such office or agency.  If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Company initially appoints the Trustee, as the initial Registrar and Paying Agent in Chicago, Illinois, and designates, for the purposes of this Section 4.02, such agent as an agency where notices and demands to or upon the Company in respect of payments on the Securities or under this Indenture may be served.  The parties hereto agree such agency is not an agency for service of process.

SECTION 4.03.      COMPANY STATEMENT AS TO COMPLIANCE; NOTICE OF CERTAIN DEFAULTS.

The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement (which need not be contained in or accompanied by an Officer’s Certificate) signed by the principal executive officer, the principal financial officer or the principal accounting officer of the Company, stating that:

(a)      a review of the activities of the Company during such year and of its performance under this Indenture has been made under his or her supervision, and  (b) to the best of his or her knowledge, based on such review, (i) the Company has complied with all the conditions and covenants imposed on it under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such condition or covenant, specifying each such default known to him or her and the nature and status thereof, and (ii) no event has occurred and is continuing which is, or after notice or lapse of time or both would become, an Event of Default, or, if such an event has occurred and is continuing, specifying each such event known to him and the nature and status thereof.

(b)      The Company shall deliver to the Trustee, within five days after the occurrence thereof, written notice of any event which after notice or lapse of time or both would become an Event of Default pursuant to clause (c) of Section 6.01.

10

ARTICLE V.

CONSOLIDATIONS AND MERGERS, ETC.

SECTION 5.01.      COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person or Persons (whether or not affiliated with the Company), or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall  7   prevent any conveyance, transfer or lease of the property of the Company as an entirety or substantially as an entirety, to any other Person (whether or not affiliated with the Company); provided, however, that:

(1)      in case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Company shall be the surviving entity or the entity formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a Corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and shall expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by the successor Person and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and interest on all the Securities and the performance of every other covenant of this Indenture on the part of the Company to be performed or observed;

(2)      immediately after giving effect to such transaction, no event which, after notice or lapse of time, would become an Event of Default, shall have occurred and be continuing;

(3)      either the Company or the successor Person shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

SECTION 5.02.      SUCCESSOR PERSON SUBSTITUTED FOR COMPANY.

Upon any consolidation or merger or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety to any Person in accordance with Section 5.01, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and thereafter, except in the case of a lease to another Person, the predecessor Person shall be released from all obligations and covenants under this Indenture and the Securities.

11

ARTICLE VI.

DEFAULT AND REMEDIES.

SECTION 6.01.      EVENTS OF DEFAULT.

The occurrence of any one of the following events for any reason whatsoever, and whether voluntary, involuntary or by operation of law, shall constitute an “Event of Default”:

(a)      default in the payment of any interest on any Security when such interest becomes due and payable, and continuance of such default for a period of 30 days; or

(b)      default in the payment of the principal of any Security of such series when it becomes due and payable at its Maturity, and continuance of such default for a period of 10 days; or

(c)      default in the performance, or breach, of any covenant or warranty of the Company in this Indenture or the Securities, and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(d)      any Insolvency Event of the Company.

SECTION 6.02.      ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

If an Event of Default with respect to Securities occurs and is continuing, then the Trustee or the Holders of not less than 25% in principal amount of the outstanding Securities may declare the principal of all the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal amount shall become immediately due and payable.

At any time after such a declaration of acceleration with respect to Securities has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of not less than a majority in principal amount of the outstanding Securities, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if:

(1)      the Company has paid or deposited with the Trustee a sum of money sufficient to pay:

(A)      all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel;

(B)      all due and overdue installments of interest on all Securities;

12

(C)      the principal of any Securities which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by or provided for in such Securities; and

(D)      to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the rate borne by or provided for in such Securities; and

(2)      all Events of Default with respect to Securities, other than the non-payment of the principal of, and interest on Securities which shall have become due solely by such declaration of acceleration, shall have been cured or waived as provided in Section 6.13.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

SECTION 6.03.      COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

The Company covenants that if:

(1)      default is made in the payment of any installment of interest on any Security when such interest shall have become due and payable and such default continues for a period of 30 days; or

(2)      default is made in the payment of the principal of any Security at its Maturity, and such default continues for a period of 10 days; the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount of money then due and payable with respect to such Securities with interest upon the overdue principal and, to the extent that payment of such interest shall be legally enforceable, upon any overdue installments of interest at the rate borne by or provided for in such Securities, and, in addition thereto, such further amount of money as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If the Company fails to pay the money it is required to pay the Trustee pursuant to the preceding paragraph forthwith upon the demand of the Trustee, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the money so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor upon such Securities and collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities wherever situated.

If an Event of Default with respect to Securities occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or such Securities or in aid of the exercise of any power granted herein or therein, or to enforce any other proper remedy.

13

SECTION 6.04.      TRUSTEE MAY FILE PROOFS OF CLAIM.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of  9   any overdue principal and/or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,

(i)      to file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Securities, of the principal and interest owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents or counsel) and of the Holders of Securities allowed in such judicial proceeding; and

(ii)      to collect and receive any money or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder of Securities to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders of Securities, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee relating to this Indenture.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a Security any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder of a Security in any such proceeding.

SECTION 6.05.      TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

All rights of action and claims under this Indenture or any of the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery or judgment, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, shall be for the ratable benefit of each and every Holder of a Security in respect of which such judgment has been recovered.

14

SECTION 6.06.      APPLICATION OF MONEY COLLECTED.

Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee and any predecessor Trustee relating to this Indenture;

SECOND: To the payment of the amounts then due and unpaid upon the Securities for principal and interest in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the aggregate amounts due and payable on such Securities and Coupons for principal and interest, respectively;

THIRD: The balance, if any, to the Person or Persons entitled thereto.

SECTION 6.07.      LIMITATION ON SUITS.

No Holder of any Security shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(1)      such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities;

(2)      the Holders of not less than 25% in principal amount of the outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(3)      such Holder or Holders have offered to the Trustee indemnity satisfactory to it against the costs, expenses and liabilities (including counsel’s fees, expenses and disbursements) to be incurred in compliance with such request;

(4)      the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5)      no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities;

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture or any Security to affect, disturb or prejudice the rights of any other such Holders, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

15

SECTION 6.08.      UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND INTEREST.

Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest on such Security, as the case may be, on the respective Stated Maturity Date or other Maturity therefor specified in such Security (subject in each case to the respective cure periods set forth in Section 6.01) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

SECTION 6.09.      RESTORATION OF RIGHTS AND REMEDIES.

If the Trustee or any Holder of a Security has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case the Company, the Trustee and each such Holder shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and each such Holder shall continue as though no such proceeding had been instituted.

SECTION 6.10.      RIGHTS AND REMEDIES CUMULATIVE.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 2.07, no right or remedy herein conferred upon or reserved to the Trustee or to each and every Holder of a Security is intended to be exclusive of any other right or remedy, and every right and remedy, to the extent permitted by law, shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 6.11.      DELAY OR OMISSION NOT WAIVER.

No delay or omission of the Trustee or of any Holder of any Security to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to any Holder of a Security may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by such Holder, as the case may be.

SECTION 6.12.      CONTROL BY HOLDERS OF SECURITIES.

The Holders of a majority in principal amount of the Outstanding Securities shall have the right to direct in writing the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of such series provided that:

16

(1)      such direction shall not be in conflict with any law or regulation, with this Indenture or with the Securities of such series;

(2)      the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction;

(3)      such direction is not unduly prejudicial to the rights of the other Holders of Securities of such series not joining in such action; and

(4)      such direction shall not, in the good faith determination of any Trust Officer of the Trustee, subject the Trustee to personal liability unless such Holders have provided indemnity to the Trustee satisfactory to it.

SECTION 6.13.      WAIVER OF PAST DEFAULTS.

The Holders of not less than a majority in principal amount of the Outstanding Securities on behalf of the Holders of all the Securities may waive any past default hereunder with respect to such series and its consequences, except a default:

(1)      in the payment of the principal of or interest on any Security which has not been cured as provided in Section 6.02; or

(2)      in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of the Holder of each Outstanding Security affected.

Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

SECTION 6.14.      UNDERTAKING FOR COSTS.

All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, the Trustee or by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the outstanding Securities, or to any suit instituted by any Holder of any Security for the enforcement of the payment of the principal of or interest on any Security on or after the respective Maturities expressed in such Security or interest on any overdue principal of any Security.

17

ARTICLE VII.

TRUSTEE.

The Trustee hereby accepts the trust imposed upon it by this Indenture and covenants and agrees to perform the same, as herein expressed.

SECTION 7.01.      DUTIES OF TRUSTEE.

(a)      If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.

(b)      Except during the continuance of an Event of Default:

(1)      The Trustee need perform only those duties as are specifically set forth in this Indenture and no covenants or obligations shall be implied in this Indenture which are adverse to the Trustee.

(2)      In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.  However, the Trustee shall examine the certificates  and opinions to determine whether or not they conform to the requirements of this Indenture, but need not verify the accuracy of the contents thereof.

(c)      Neither the Trustee nor any of its officers, directors or employees shall be liable for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1)      This paragraph does not limit the effect of paragraph (b) of this Section 7.01.

(2)      The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts.

(3)      The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.12 hereof.

(d)      No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or obligations hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

18

(e)      Whether or not expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c) and (d) of this Section 7.01.

(f)      The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g)      The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it, against the costs, expenses and liability (including counsel’s fees, expenses and disbursements) which might be incurred by the Trustee in compliance with such request or direction.

SECTION 7.02.      RIGHTS OF TRUSTEE.

Subject to the provisions of Section 7.01 hereof:

(a)      The Trustee may conclusively rely and be fully protected in acting or refraining from acting on any document, resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order or approval believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(b)      Whenever in the administration of its duties and obligations pursuant to this Indenture, before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and an Opinion of Counsel, which shall conform to Section 11.05. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.  The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c)      The Trustee may act through its attorneys, agents, custodians and nominees and shall not be responsible for the misconduct or negligence of any attorney, agent, custodian or nominee appointed with due care.

(d)      The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers.

(e)      In the event that the Trustee is also acting as Paying Agent, authenticating agent or Registrar hereunder, the rights and protections afforded to the Trustee pursuant to this Article VII shall also be afforded to such Paying Agent, authenticating agent or Registrar.

SECTION 7.03.      INDIVIDUAL RIGHTS OF TRUSTEE.

The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or its Subsidiaries or Affiliates with the

19

same rights it would have if it were not Trustee.  Any Agent may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11 hereof.

SECTION 7.04.      TRUSTEE’S DISCLAIMER.

The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities or any money paid to the Company or upon the Company’s written direction under any provision hereof, and the Trustee shall not be accountable for the Company’s use of the proceeds from the Securities, and the Trustee shall not be responsible for any statement in the Securities other than its certificate of authentication.

SECTION 7.05.      NOTICE OF DEFAULTS.

If a Default or an Event of Default occurs and is continuing and it is actually known to a Trust Officer of the Trustee, the Trustee shall mail to each Holder notice of the Default or Event of Default within 90 days after it occurs; provided that, except in the case of a Default or an Event of Default in payment of principal of or interest on any Security, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interest of the Holders.

SECTION 7.06.      REPORTS BY TRUSTEE TO HOLDERS.

Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, the Trustee shall mail to each Holder, and each other Person so entitled under TIA ss.313(c), a brief report dated as of such May 15 that shall comply with TIA ss.313(a).  The Trustee need not send such report if such report is not required by TIA (ss.)313(a).  The Trustee also shall comply with TIA ss.313(b).

A copy of each report at the time of its mailing to Holders shall be mailed to the Company and filed with the Commission and each stock exchange, if any, on which the Securities are listed.

The Company shall notify the Trustee if the Securities become listed on any stock exchange prior to such listing.

SECTION 7.07.      COMPENSATION AND INDEMNITY.

The Company shall pay to the Trustee from time to time reasonable compensation for its services hereunder.  The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances incurred or made by it.  Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Company shall indemnify the Trustee for, and hold it harmless against, any loss, liability or expense incurred by it and its officers, directors and employees including, without limitation, the cost and expense of enforcement of this Indenture against the Company and of defending itself against any claim (whether asserted by any Holder or the Company or otherwise)

20

unless the Trustee or its officers, directors and employees acted with negligence, willful misconduct or bad faith on its part, arising out of or in connection with the administration of this trust or any trust created under Section 8.01 or 8.02 and its duties hereunder. The Trustee shall notify the Company, as soon as is reasonably practicable, of any claim asserted against the Trustee for which it may seek indemnity; PROVIDED, HOWEVER that the Trustee’s failure to provide such notice shall not constitute a waiver of its rights under this Section 7.07.  The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through negligence, willful misconduct or bad faith.

To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a lien prior to the Securities on all money or Property held or collected by the Trustee, in its capacity as Trustee, except money or Property held in trust to pay principal of or interest on particular Securities.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d) hereof, the expenses and the compensation for the services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, reorganization or similar law.

The provisions of this Section 7.07 shall survive the termination of this Indenture or the earlier resignation or termination of the Trustee.

SECTION 7.08.      REPLACEMENT OF TRUSTEE.

The Trustee may resign by so notifying the Company in writing and mailing notice of such resignation to the Holders.  The Holders of at least a majority in principal amount of the outstanding Securities may remove the Trustee by so notifying the Company and the Trustee in writing and may appoint a successor Trustee.  The Company may remove the Trustee if:

(1)      the Trustee fails to comply with Section 7.10 hereof;

(2)      the Trustee is adjudged, by a court of competent jurisdiction, a bankrupt or an insolvent;

(3)      a receiver or other public officer takes charge of the Trustee or its Property; or

(4)      the Trustee becomes legally or otherwise incapable of acting under and in accordance with the provisions of this Indenture.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee, unless the Holders have appointed a successor Trustee in accordance with the previous paragraph.  Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

21

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08 and payment to the prior Trustee of all sums due under Section 7.07 hereof.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company.  Immediately after that, the retiring Trustee shall transfer all Property held by it as Trustee to the successor Trustee, subject to the lien provided in Section 7.07 hereof, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Holder.  The predecessor Trustee shall not be liable for any acts or omissions of any successor Trustee and the successor Trustee shall not be liable for any acts or omissions of any predecessor Trustee.

If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least 10% in principal amount of the outstanding Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10 hereof, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 above shall continue for the benefit of the retiring or removed Trustee.

SECTION 7.09.      SUCCESSOR TRUSTEE BY MERGER, ETC.

If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the resulting, surviving or transferee corporation without any further act shall, if such resulting, surviving or transferee corporation is otherwise eligible hereunder, be the successor Trustee.

SECTION 7.10.      ELIGIBILITY; DISQUALIFICATION.

This Indenture shall always have a Trustee who satisfies the requirements of TIA ss.310(a)(1).  The Trustee shall have a combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition.  Neither the Company nor any Person directly or indirectly controlling, controlled by, or under common control with the Company shall serve as Trustee.  The Trustee shall comply with TIA ss.310(b).

SECTION 7.11.      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

The Trustee shall comply with TIA ss.311(a), excluding any creditor relationship listed in TIA ss.311(b). A Trustee who has resigned or been removed shall be subject to TIA ss.311(a) to the extent indicated.

22

ARTICLE VIII.

DEFEASANCE; SATISFACTION AND DISCHARGE.

SECTION 8.01.      DEFEASANCE OF THE INDENTURE.

The Company shall be deemed to have satisfied and terminated all of its obligations under this Indenture (subject to Section 8.03 hereof) if:

(1)      the Company irrevocably shall have deposited in trust with the Trustee, pursuant to an irrevocable trust agreement in form reasonably satisfactory to the Trustee, as trust funds in trust solely for the benefit of the Holders for that purpose, U.S. Legal Tender, in such amounts as are sufficient, without consideration of the investment of any such U.S. Legal Tender and after payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to, and in form reasonably satisfactory to, the Trustee, to pay the principal of and interest on the outstanding Securities on the dates on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities, provided that the Trustee shall have been irrevocably instructed in writing to apply such U.S. Legal Tender to the payment of said principal and interest on the Securities;

(2)      no Default or Event of Default shall have occurred or be continuing on the date of such deposit or shall occur on or before the 366th day after the date of such deposit;

(3)      such deposit shall not result in a breach or violation of, or constitute a default under, this Indenture or any other instrument or agreement to which the Company is a party or by which it or its Property is bound;

(4)      the Company shall have delivered to the Trustee an Opinion of Counsel in form satisfactory to the Trustee to the effect that Holders of the Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and the defeasance contemplated hereby and will be subject to Federal income tax in the same amounts and in the same manner and at the same time as would have been the case if such deposit and defeasance had not occurred and that the deposit is not subject to the control of any bankruptcy court;

(5)      such defeasance shall not cause the Securities, if then listed on any national securities exchange registered under the Exchange Act, to be delisted;

(6)      such deposit shall not result in the Company, the Trustee or the irrevocable trust becoming or being deemed an “investment company” under the Investment Company Act of 1940, as amended; and

(7)      the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent specified herein relating to the defeasance contemplated by this Section 8.01 have been complied with.

23

In the event all or any portion of the Securities are to be redeemed through such irrevocable trust, the Company shall make arrangements satisfactory to the Trustee, at the time of such deposit, for the giving of notice of such redemption or redemptions by the Trustee in the name and at the expense of the Company.

SECTION 8.02.      SATISFACTION AND DISCHARGE OF THE INDENTURE.

In addition to its rights under Section 8.01 above, the Company may terminate all of its obligations under this Indenture (subject to Section 8.03 hereof) if:

(1)      either

(A)      all Securities theretofore authenticated and delivered  (other than Securities which have been destroyed, lost or stolen  and which have been replaced or paid as provided in Section 2.07  hereof) have been delivered to the Trustee for cancellation; or

(B)      all Securities not theretofore delivered to the Trustee  for cancellation

(i)      have become due and payable, or

(ii)      will become due and payable at their Stated  Maturity within one year;

and the Company, in the case of (i) or (ii) above, has irrevocably deposited in trust with the Trustee, pursuant to an irrevocable trust agreement in form reasonably satisfactory to the Trustee, as trust funds in trust solely for the benefit of the Holders for that purpose, an amount of U.S. Legal Tender sufficient, without consideration of the investment thereof and after payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee, to pay the principal of and interest on the outstanding Securities on the dates on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities, provided that the Trustee shall have been irrevocably instructed in writing to apply such U.S. Legal Tender to the payment of said principal and interest on the Securities;

(2)      the Company has paid or caused to be paid all other sums payable hereunder by the Company; and

(3)      the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture pursuant to this Section 8.02 have been complied with.

SECTION 8.03.      SURVIVAL OF CERTAIN OBLIGATIONS.

Notwithstanding the defeasance of this Indenture or the satisfaction and discharge of this Indenture referred to in Section 8.01 and Section 8.02 above, respectively, the respective obligations of the Company and the Trustee under Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, 2.13, 2.14, Sections 4.01, 4.02, 4.03, 6.08, 7.07, 7.08, 7.09, 7.10, 7.11, 8.03,

24

8.04, 8.05, 8.06 and 8.07, Article IX, and Sections 11.01, 11.02, 11.06, 11.07, 11.08, 11.10, 11.11 and 11.13 hereof shall survive until the Securities are no longer outstanding.  Thereafter the obligations of the Company and the Trustee under Sections 7.07, 8.05, 8.06, 8.07 and 11.10 hereof shall survive.

SECTION 8.04.      ACKNOWLEDGMENT OF DISCHARGE BY TRUSTEE.

Subject to Section 8.07 below and after the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent referred to in Section 8.01 or Section 8.02, as the case may be, relating to the defeasance or satisfaction and discharge of this Indenture have been complied with, the Trustee upon written request of the Company shall acknowledge in writing the defeasance or the satisfaction and discharge, as the case may be, of this Indenture and the discharge of the Company’s obligations under this Indenture except for those surviving obligations specified in Section 8.03 above. The Company shall reimburse the Trustee for reasonable costs and expenses incurred by it in the performance of its duties and obligations under this Section 8.04.

SECTION 8.05.      APPLICATION OF TRUST MONEY.

The Trustee shall hold any U.S. Legal Tender deposited with it in the irrevocable trust established pursuant to Section 8.01 or 8.02, as the case may be.  The Trustee shall apply the deposited U.S. Legal Tender through the Paying Agent (other than the Company or a Subsidiary or Affiliate of the Company), in accordance with this Indenture and the terms of the irrevocable trust agreement, to the payment of principal of and interest on the Securities as and when the same become due and payable.  The U.S. Legal Tender so held in trust shall not be part of the trust estate under this Indenture, but shall constitute a separate trust fund for the benefit of all Holders entitled thereto.

SECTION 8.06.      REPAYMENT TO THE COMPANY.

The Trustee and the Paying Agent shall pay to the Company upon written request, and, if applicable, in accordance with the irrevocable trust established pursuant to Section 8.01 or 8.02 above, any U.S. Legal Tender held by them for the payment of principal of or interest on the Securities that remains unclaimed for two years after the date on which such payment shall have become due (whether on or before the related Stated Maturity Date); provided, however, that, before being required to make any such payment to the Company, the Trustee may, at the expense of the Company, cause to be mailed to the Holders of such Securities, at their last addresses as they appear on the Securities register, notice that such moneys remain unclaimed and that, after a date specified in said notice, the balance of such moneys then unclaimed will be returned to the Company. After payment to the Company as aforesaid, Holders entitled to such moneys must look to the Company for such payment unless an applicable abandoned property law designates another Person.

SECTION 8.07.      REINSTATEMENT.

If the Trustee or Paying Agent is unable to apply any U.S. Legal Tender in accordance with Section 8.01 or 8.02 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting

25

such application, the Company’s obligations under this Indenture shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.01 or 8.02, as the case may be until such time as the Trustee or Paying Agent is permitted to apply all such funds in accordance with Section 8.01 or 8.02, as the case may be, and 8.05; provided, however, that if the Company has made any payment of principal of or interest on any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the U.S. Legal Tender held by the Trustee.

ARTICLE IX.

AMENDMENTS, SUPPLEMENTS AND WAIVERS.

SECTION 9.01.      WITHOUT CONSENT OF HOLDERS.

The Company and the Trustee, together, may amend or supplement this Indenture or the Securities without notice to or consent of any Holder (i) to cure any ambiguity, defect or inconsistency, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that any such action does not, in the good faith judgment of the Company, materially and adversely affect the rights or interests of any Holder of Securities, (ii) to add to the covenants and agreements of the Company such further covenants and agreements as the Board of Directors of the Company shall consider to be for the protection or benefit of the Holders (including to add any Events of Default), (iii) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act, provided such action does not adversely affect the rights or interests of any Holder of Securities and (iv) to secure all of the Securities.

In addition to the requirements set forth in Section 9.06 herein, the Trustee may require delivery of an Opinion of Counsel to the effect that such amendment will not materially and adversely affect the interest of any Certificateholder in connection with any such amendment or supplement, and the Trustee shall be fully protected in relying upon such Opinion of Counsel.

In addition, this Indenture may be amended or supplemented by the Trustee and the Company without the consent of any Holder or of any [Note][Certificate] Owner with respect to the [Notes][Certificates] issued pursuant to the [Indenture][Trust Agreement] or of the [Owner Trustee or Indenture Trustee][Trustee] to (i) reflect changes necessary or appropriate in connection with any event described under Section

5.01, Section 7.08 or Section 7.09 or (ii) to surrender any right or power reserved to or conferred upon the Company.

SECTION 9.02.      WITH CONSENT OF HOLDERS.

Subject to Section 6.08 and the next succeeding paragraph, the Company, when authorized by a resolution of its Board of Directors, and the Trustee with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities (which consent will not be given except at the written direction of [Noteholders] [Certificateholders] of at least 25% in aggregate principal amount of the [specify relevant class or classes of Notes or Certificates]) may amend or supplement this Indenture or the Securities for

26

the purpose of adding any provisions to or changing in any manner, or eliminating any other provisions of this Indenture or modifying in any manner the rights with respect to the Securities. Subject to Section 6.08 and the next succeeding paragraph, the Holders of at least a majority in aggregate principal amount of the outstanding Securities may waive compliance by the Company with any provision of or obligation under this Indenture or the Securities without notice to any other Holders.

Notwithstanding anything to the contrary in the foregoing provisions of this Section 9.02, without the consent of each Holder and [Noteholder] [Certificateholder] affected, no amendment, supplement or waiver, including a waiver pursuant to Section 6.02, may:

(1)      reduce the percentage in principal amount of the outstanding Securities the consent of whose Holders is required for any amendment or supplement to this Indenture, for any waiver (of compliance with any obligation or provision of this Indenture or of certain Defaults or Events of Default hereunder or their  18   consequences) provided for in this Indenture, or for a rescission of acceleration of the Securities pursuant to Section 6.02, or reduce the requirements pursuant to Section 10.05 for a quorum or voting;

(2)      reduce the rate or change the time for payment of interest on any Security;

(3)      reduce the principal amount of any Security;

(4)      alter the repurchase provisions of any Security in a manner adverse to any Holder thereof, or change the Stated Maturity of any Security;

(5)      waive any default in the payment of the principal of or interest on any Security which has not been cured as provided in Section 6.02;

(6)      impair the right of Holders to institute suit for the enforcement of any payment of the principal of or interest on the Securities on or after the respective due dates therefor (after the expiration of any applicable cure period);

(7)      make any changes in Section 6.02, 6.08 or this second paragraph of Section 9.02;

(8)      change any obligation of the Company to maintain an office or agency in the place and for the purpose specified in Section 4.02 or make the Securities payable in any coin or currency other than U.S. Legal Tender;

(9)      make any change to or modify the priority between the Holders of the Securities and any other creditors of the Company; or

(10)      provide for uncertificated Securities in addition to certificated Securities.

It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

27

After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver.  Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

SECTION 9.03.      COMPLIANCE WITH TIA.

Every amendment to or waiver or supplement of this Indenture or the Securities shall comply with the TIA as then in effect.

SECTION 9.04.      REVOCATION AND EFFECT OF CONSENTS.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any such Security.  However, any such Holder or subsequent Holder may revoke the consent as to his Security or portion of a Security if the Trustee receives written notice of revocation before the date on which the Trustee receives an Officer’s Certificate certifying that the Holders of the requisite principal amount of Securities have consented to the amendment, supplement or waiver.  Such amendment, waiver or supplement, as the case may be, shall be effective upon receipt by the Trustee of such Officer’s Certificate.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver.  If a record date is fixed, then notwithstanding the last two sentences of the immediately preceding paragraph, those Persons who were Holders at the close of business on such record date (or their duly designated proxies), and only those Persons, shall be entitled to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date.  No such consent shall be valid or effective for more than 90 days after such record date.

All Holders that consent to such modification, waiver or action in the manner and within the time period requested shall be entitled to receive the consideration, if any, offered for such consent.

SECTION 9.05.      NOTATION ON OR EXCHANGE OF SECURITIES.

If an amendment, supplement or waiver changes the terms of a Security, the Trustee may require the Holder of the Security to deliver it to the Trustee.

The Trustee may place an appropriate notation on the Security about the changed terms and return it to the Holder.  Alternatively, if the Company or the Trustee has so determined, the Company in exchange for the Security may execute and the Trustee shall authenticate a new Security of like kind that reflects the changed terms.

28

SECTION 9.06.      TRUSTEE TO SIGN AMENDMENTS, ETC.

The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article IX is authorized or permitted by this Indenture.  The Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.  In signing or refusing to sign such amendment or supplement, the Trustee shall be entitled to receive and, subject to Section

7.01 hereof, shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that such amendment or supplement is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms.  The Company shall not sign an amendment or supplement until its Board of Directors approves thereof.

SECTION 9.07.      EFFECT OF SUPPLEMENTAL INDENTURES.

Upon the execution of any supplement or amendment to this Indenture in accordance with this Article, this Indenture shall be modified in accordance therewith and such supplement or amendment shall form a part of the Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered shall be bound thereby. Any Holder and every subsequent Holder of a Security (or portion thereof) shall be bound by any waivers authorized or obtained by this Article.

ARTICLE X.

MEETINGS OF AND ACTIONS BY HOLDERS.

SECTION 10.01.      PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

A meeting of Holders may be called at any time and from time to time pursuant to the provisions of this Article X for any of the following purposes:

(a)      to give any notice to the Company or to the Trustee, or to give any directions to the Trustee, or to waive or to consent to the waiving of any Default or Event of Default hereunder and its consequences, or to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article VI;

(b)      to remove the Trustee or appoint a successor Trustee pursuant to the provisions of Article VII;

(c)      to consent to an amendment, supplement or waiver pursuant to the provisions of Section 9.02; or

(d)      to take any other action (i) authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Securities under any other provision

29

of this Indenture, or authorized or permitted by law or (ii) which the Trustee deems necessary or appropriate in connection with the administration of this Indenture.

SECTION 10.02.      MANNER OF CALLING MEETINGS.

The Trustee may at any time call a meeting of Holders to take any action specified in Section 10.01 hereof, to be held at such time and at such place in New York, New York or elsewhere as the Trustee shall determine. Notice of every meeting of Holders, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed by the Trustee, first-class postage prepaid, to the Company, and to the Holders of the Securities at their last addresses as they shall appear on the registration books of the Registrar, not less than 10 nor more than 60 days prior to the date fixed for a meeting.

Any meeting of Holders shall be valid without notice if the Holders of all Securities then outstanding are present in Person or by proxy, or if notice is waived before or after the meeting by the Holders of all Securities outstanding, and if the Company and the Trustee are either present by duly authorized representatives or have, before or after the meeting, waived notice.

SECTION 10.03.      CALL OF MEETINGS BY COMPANY OR HOLDERS.

In case at any time the Company, pursuant to a Certified Resolution of its Board of Directors delivered to the Trustee, or the Holders of not less than 10% in aggregate principal amount of the Securities then outstanding, shall have requested the Trustee to call a meeting of Holders to take any action specified in Section 10.01 hereof, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within 20 days after receipt of such request, then the Company or the Holders of Securities in the amount above specified may determine the time and place in New York City or elsewhere for such meeting and may call such meeting for the purpose of taking such action, by notice given as provided in Section 10.02.

SECTION 10.04.      WHO MAY ATTEND AND VOTE AT MEETINGS.

To be entitled to vote at any meeting of Holders, a Person shall (a) be a registered Holder of one or more Securities, or (b) be a Person appointed by an instrument in writing as proxy for the registered Holder or Holders of Securities.  The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.

SECTION 10.05.      REGULATIONS MAY BE MADE BY TRUSTEE; CONDUCT OF THE MEETING; VOTING RIGHTS; ADJOURNMENT.

Notwithstanding any other provision of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders, in regard to proof of the holding of Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, and submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think appropriate. Such regulations may fix a record date and time for determining the

30

Holders of record of Securities entitled to vote at such meeting, in which case those and only those Persons who are Holders of Securities at the record date and time so fixed, or their proxies, shall be entitled to vote at such meeting whether or not they shall be such Holders at the time of the meeting.

The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders as provided in Section 10.03, in which case the Company or the Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in principal amount of the Securities represented at the meeting and entitled to vote.

At any meeting each Holder or proxy shall be entitled to vote with respect to the outstanding Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Securities challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall not have the right to vote other than by virtue of Securities held by him or instruments in writing as aforesaid duly designating him as the proxy to vote on behalf of other Holders. At any meeting of Holders, the presence of Persons holding or representing a majority of the principal amount of the outstanding Securities shall be sufficient for a quorum. Any meeting of Holders duly called pursuant to the provisions of Sections 10.02 or 10.03 may be adjourned from time to time by vote of the Holders of a majority in aggregate principal amount of the Securities represented at the meeting and entitled to vote, and the meeting may be held as so adjourned without further notice.

Except as limited by Sections 6.02 and 6.08 and the second paragraph of Section 9.02, any resolution presented to a meeting at which a quorum is present as aforesaid may be adopted by the affirmative vote of the Holders of a majority in principal amount of the outstanding Securities.

SECTION 10.06.      VOTING AT THE MEETING AND RECORD TO BE KEPT.

The vote upon any resolution submitted to any meeting of Holders shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities or of their representatives by proxy and the principal amount of the Securities voted by the ballot.  The permanent chairman of the meeting shall appoint two inspectors of  21   votes, who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there shall be attached to such record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts, setting forth a copy of the notice of the meeting and showing that such notice was mailed as provided in Section 10.02 or Section 10.03.  The record shall be signed and verified by the affidavits of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.

31

Any record so signed and verified shall be conclusive evidence of the matters therein stated.

SECTION 10.07.      EXERCISE OF RIGHTS OF TRUSTEE OR HOLDERS MAY NOT BE HINDERED OR DELAYED BY CALL OF MEETING.

Nothing contained in this Article X shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Holders under any of the provisions of this Indenture or of the Securities.

SECTION 10.08.      EVIDENCE OF ACTION TAKEN BY HOLDERS.

(a)      In addition to the foregoing provisions of this Article X, any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing, or by combination of such instrument or instruments and the record of a meeting of Holders duly called and held in accordance with this Article X. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Article.

(b)      Any request, demand, authorization, direction, notice, consent, waiver or other action of the Holder of any Security in accordance with this Section 10.08 shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

(c)      If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other action in accordance with this Section 10.08, the Company may, at its option, by or pursuant to an Officer’s Certificate delivered to the Trustee, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or such other act, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other act may be given before or after such record date, but only those Persons who were Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite percentage of outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other act, and for that purpose the outstanding Securities shall be computed as of such record date; provided, that no such authorization, agreement or consent by the Holders on the record date shall be deemed effective unless such request, demand, authorization, direction, notice, consent, waiver or other

32

act shall become effective pursuant to the provisions of paragraph (a) of this Section 10.08 not later than 90 days after the record date.

SECTION 10.09.      PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF SECURITIES.

The execution of any instrument by a Holder or his agent or proxy may be proved in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee, and the holding of Securities shall be proved by the Security register or by a certificate of the Registrar.

SECTION 10.10.      RIGHT OF REVOCATION OF ACTION TAKEN.

At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 10.08, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Securities specified in this Indenture in connection with such action, any Holder of a Security the serial number of which is shown by the evidence to be included among the serial numbers of the Securities the Holders of which have consented to such action may, by filing written notice at the Corporate Trust Office and upon proof of holding as provided in this Article, revoke such action so far as concerns such Security.

After such time, such action shall be conclusive and binding upon such Holder and the Securities issued in exchange or substitution therefor, irrespective of whether or not any notation in regard thereto is made upon any such Security.

ARTICLE XI.

MISCELLANEOUS.

SECTION 11.01.      TIA CONTROLS.

If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control.

SECTION 11.02.      NOTICES.

Any notices or other communications required or permitted hereunder shall be in writing, and shall be sufficiently given if made by hand delivery, by telecopier or registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

if to the Company:

Toyota Motor Credit Corporation

19001 South Western Avenue

Torrance, California 90501

Telecopier:(310) 787-6194

Attention: Treasury Department

33

if to the Trustee:

[Name of trustee]

[address/phone]

Attention: TMCC Demand Notes

The Company or the Trustee by written notice to the other may designate additional or different addresses as shall be furnished in writing by either party. Any notice or communication to the Company or the Trustee shall be deemed to have been given or made as of the date so delivered if personally delivered; when receipt is acknowledged, if telecopied; and five days after mailing if sent by registered or certified mail (except that a notice of change of address shall not be deemed to have been given until actually received by the addressee).

Any notice or communication mailed to a Holder shall be mailed to him by first class mail, postage prepaid, at his address as it appears on the register of the Registrar and shall be sufficiently given to such Holder if so mailed within the time prescribed. If the Company mails a notice or communication to Holders, it shall simultaneously mail a copy to the Trustee.

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

SECTION 11.03.      COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to their rights under this Indenture or the Securities.  The Company, the Trustee, the Registrar and any other Person shall have the protection of TIA Section 312(c).

SECTION 11.04.      CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(1)      an Officer’s Certificate (which shall include the statements set forth in Section 11.05 hereof) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with (and, if applicable, setting forth in reasonable detail any financial calculations providing the basis of such opinion);

(2)      an Opinion of Counsel (which shall include the statements set forth in Section 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent have been complied with; and  (3) in the case of conditions precedent compliance with which is subject to verification by accountants, the Company shall comply with Section 314(c)(3) of the Trust Indenture Act of 1939 (“TIA”).

34

SECTION 11.05.      STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

Each Officer’s Certificate or Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(1)      a statement that the Person making such certificate or opinion has read such covenant or condition;

(2)      a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)      a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and  (4) a statement as to whether or not, in the opinion of each such Person, such condition or covenant has been complied with; provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials.

At the request of the Trustee, any Officer’s Certificate or Opinion of Counsel shall address any particular condition precedent to such action.

SECTION 11.06.      RULES BY TRUSTEE, PAYING AGENT, REGISTRAR.

The Trustee may make reasonable rules for action by or at a meeting of Holders.  The Paying Agent or Registrar may make reasonable rules for its functions.

SECTION 11.07.      LEGAL HOLIDAYS.

If a payment date is not a Business Day at a particular place where the principal of or interest on the Securities is payable, payment may be made on the next succeeding day that is a Business Day at such place of payment, and no interest shall accrue for the intervening period.

SECTION 11.08.      GOVERNING LAW.

THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD (TO THE EXTENT PERMITTED BY LAW) TO PRINCIPLES OF CONFLICTS OF LAW.

SECTION 11.09.      NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or any of its Subsidiaries.  Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

35

SECTION 11.10.      NO RECOURSE AGAINST OTHERS.

A director, officer, employee, stockholder, Affiliate or incorporator, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder by accepting a Security waives and releases all such Persons from such liability.

Such waivers and releases are part of the consideration for the issuance of the Securities.

SECTION 11.11.      SUCCESSORS.

All agreements of the Company in this Indenture and the Securities shall bind their successors.  All agreements of the Trustee in this Indenture shall bind its successor.

SECTION 11.12.      DUPLICATE ORIGINALS.

All parties may sign any number of copies of this Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 11.13.      SEVERABILITY.

In case any provision in this Indenture or in the Securities shall be invalid, illegal or enforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and a Holder shall have no claim thereunder for or against any party hereto.

SECTION 11.14.      HEADINGS AND TABLE OF CONTENTS.

The headings and Table of Contents in this Indenture are for convenience of reference only and shall not be deemed a part of this Indenture or limit or otherwise affect the meaning hereof.

36

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the date first written above.

TOYOTA MOTOR CREDIT CORPORATION
By:_____________________
	Name: Title:
	[________], as Trustee
By:______________________
	Name: Title:

STATE OF CALIFORNIA	)
	)	SS.
COUNTY OF LOS ANGELES	)

On _____ ___, ____, before me, _______________________________, Notary Public, personally appeared ______________, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

___________________________

Notary Public

STATE OF CALIFORNIA	)
	)	SS.
COUNTY OF LOS ANGELES	)

On _____ ___, ____, before me, ________________________________, Notary Public, personally appeared _________________________________, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

___________________________

Notary Public

2

ANNEX I

TO INDENTURE

DATED AS OF [________], 20[__]

BETWEEN

TOYOTA MOTOR CREDIT CORPORATION

AND

[______________], AS TRUSTEE

DEFINITIONS

The following terms have the respective meanings set forth below for all purposes of the Indenture, and Section and Article references are to Sections and Articles in the Indenture.  Capitalized terms used in the Indenture and the Securities not otherwise defined shall have the respective meanings assigned thereto in the Annex of Definitions attached to the [relevant Indenture or Trust Agreement] dated as of [____________], among [the relevant parties]. In the event of any conflict between a definition set forth both herein and in the Annex of Definitions, the definition set forth herein shall prevail.

“Affiliate” means, as to any Person, any other Person which directly or indirectly controls or is controlled by, or is under direct or indirect common control with, such Person. For the purposes of this definition, “control”, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have the meanings correlative to the foregoing. For purposes of this Indenture, the Toyota Auto Receivables Trust (and the [Indenture Trustee][Owner Trustee][Trustee] on behalf of the Trust) shall not be considered to be “Affiliates” of the Company.

“Agent” means any Registrar, Paying Agent or co-Registrar or other agent of the Company acting under the Indenture.

“Board of Directors” means the board of directors of the Company or any committee thereof authorized generally or in any particular respect to exercise the power of the board of directors of the Company.

“Certified Resolution” means a copy of a resolution of the Board of Directors of the Company, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted and to be in full force and effect on the date of such certification.

“Commercial Paper Rate” means the Money Market Yield on the Calculation Date for commercial paper maturing in one month as such rate appears at 11:00 a.m. New York City time on the Calculation Date on page 133 of the Dow Jones Telerate Service (or such other page as may replace such page on that service or such other service or services as may succeed such service) which shows information for such rate as of the prior business day under the caption “Daily Commercial Paper Rates (Non financial) from the Federal Reserve”(or similar heading of like import). If by 3:00 p.m., New York City time, on the related Calculation Date such rate is not yet available, then the Commercial Paper Rate will be the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 a.m., New York City time, on such

I-1

date of three leading dealers of commercial paper in The City of New York for commercial paper having a maturity date of one month placed for an industrial issuer whose bond rating is “[__]”, or the equivalent, from a nationally recognized statistical rating organization; PROVIDED, HOWEVER, that if such dealers are not quoting as mentioned in this sentence, the Commercial Paper Rate for such date shall be the Commercial Paper Rate as in effect as of the immediately preceding Calculation Date. For purposes of these definitions, “Calculation Date” shall mean the Business Day preceding each of the original dates of investment in the Security (each of which is a Monthly Allocation Date), and each Monthly Allocation Date thereafter, and “Money Market Yield” shall mean a yield (expressed as a percentage rounded upwards to the nearest one hundred-thousandth of a percentage point) calculated in accordance with the following formula:

Money Market Yield = (D x 360/360-{D x M}) x 100

where “D” refers to the applicable per annum rate for commercial paper rate quoted on a bank discount basis and expressed as a decimal, and “M” refers to the actual number of days in the interest period for which interest is being calculated.  Such Commercial Paper Rate shall be calculated on each Calculation Date by the Trustee.

“Company” means Toyota Motor Credit Corporation, a California corporation, the issuer of the Securities under the Indenture, until a successor replaces it pursuant to the Indenture and thereafter means such successor.

“Corporate Trust Office” means an office of the Trustee at which at any particular time its corporate trust business shall be administered, which at the date of execution of the Indenture is located at 111 East Wacker Drive, Suite 3000, Chicago, Illinois 60601, or at any other such address as the Trustee may designate from time to time by notice to the Holders.

“Date of Investment” means each Monthly Allocation Date on which an amount is invested in the TMCC Demand Notes.

“Default” means any event that is or with the passing of time or giving of notice or both would be an Event of Default.

“Defaulted Interest” has the meaning specified in Section 2.12.

“Event of Default” has the meaning specified in Section 6.01.

“GAAP” means generally accepted accounting principles in the United States which are applied by the Company as of the date of the Indenture.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

I-2

“Holder” with respect to the TMCC Demand Notes, means a Person in possession of a TMCC Demand Note, or a Person deemed an owner thereof pursuant to Section 2.13 of the Indenture.

“Indenture” means the Indenture dated as of [________], 20[__] between the Company and [____________], as trustee, relating to $[__________] aggregate principal amount of the Company’s TMCC Demand Notes, including Exhibit A and this Annex I thereto, as the same may be amended or supplemented from time to time in accordance with its terms.

“Interest Payment Date” is any date on which interest is payable as set forth in the Security.

“Maturity”, with respect to any Security, means the date on which the principal (and the accrued interest thereon to but excluding the date on which such principal is paid) of such Security or an installment of principal (and the accrued interest thereon to the date on which such principal is paid) becomes due and payable as provided in or pursuant to the Indenture, whether (i) at the Stated Maturity Date thereof, (ii) on the date specified in a demand (as evidenced by the delivery to the Trustee of a demand in the form of Exhibit B to the Indenture) for the payment of 100% of the outstanding principal amount of the TMCC Demand Notes by any Holder following (x) the occurrence of a Swap Termination or (y) in connection with a reduction of the rating of the Company’s short-term debt to a rating less than “[__]” by [________] or “[__]” by [______] or a downgrade of the Company’s long-term debt to a rating less than “[__]” by [___________] or “[__]” by [______] in the circumstances provided for in Section 4.01 of the Indenture or (iii) upon declaration of acceleration upon the occurrence of an Event of Default hereunder. A demand duly delivered to the Trustee in accordance with clause (ii) above will cause the entire principal amount (and the accrued interest thereon to but excluding the date on which such principal is paid) of the outstanding Securities to become due and payable on the date specified in such demand. A Maturity pursuant to clause (i) or (ii) of this definition, in and of itself, shall not be an Event of Default or Default hereunder.

“Officer” means the President or Vice President, the Chief Financial Officer, the Chief Accounting Officer, the Treasurer, the Controller, Secretary or Assistant Secretary of the Company.

“Officer’s Certificate” means a certificate signed by any Officer of the Company, and otherwise complying with the applicable requirements of Sections 11.04 and 11.05 of the Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who, in the case of an Opinion of Counsel addressed to the Trustee, is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company. Each opinion shall comply with the applicable requirements of Sections 11.04 and 11.05 of the Indenture.

“Paying Agent” has the meaning specified in Section 4.02.

“Person” means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture or governmental authority.

I-3

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security. For purposes of this definition, any Security authenticated and delivered under Section 2.07 in exchange for or in lieu of a defaced, mutilated, lost, destroyed or stolen Security shall be deemed to evidence the same debt as the defaced, mutilated, lost, destroyed or stolen Security.

“Record Date” means the day immediately preceding the related Certificate Payment Date (whether or not a Business Day).

“Registrar” has the meaning specified in Section 4.02.

“Required Rate” with respect to any Monthly Allocation Date and the principal amount outstanding as set forth on any of the Schedules attached to a Security, means a per annum rate of interest which shall be calculated as follows: first, calculate the amount of interest that would have accrued on (i) the Interest Demand Note at the Commercial Paper Rate, as such rate shall be adjusted monthly on the second Business Day preceding each Monthly Allocation Date; (ii) on any Security representing the investment of any amount allocated in reduction of the Outstanding Amount of the relevant class or classes of [Notes][Certificates], at [____]% per annum; in each case for the number of days in each Interest Period (as defined in the [specify relevant Indenture or Trust Agreement]) for such investment for such Class on the basis of months assumed to consist of 30 days and years assumed to consist of 360 days. Second, express the amount of interest so accrued as a per annum rate on the amount invested in such Security for the period from the date of investment in such Security to but excluding the Maturity of such Security, on the basis of months assumed to consist of 30 days and years assumed to consist of 360 days.

“Securities” means the Company’s TMCC Demand Notes.

“Securities Act” means the Securities Act of 1933, as amended, or any successor thereto, and the regulations promulgated thereunder.

“Special Record Date” has the meaning specified in Section 2.12.

“Stated Maturity Date” when used with respect to the principal on the Securities means the date specified on the Schedule attached to the certificate representing such Security as the fixed date on which the principal thereof is due and payable, which date shall be (i) with respect to the Interest Demand Note, the Business Day preceding the [Note][Certificate] Payment Date that immediately follows the related Date of Investment; and (ii) with respect to any Security representing the investment of any amount allocated in reduction of the [Outstanding Amount of the relevant class or classes of Notes or Certificates], the Business Day preceding the [specify relevant Final Scheduled Distribution Date], as applicable.

“Subsidiary” means any Corporation of which at the time of determination the Company or one or more Subsidiaries owns or controls directly or indirectly more than 50% of the shares of Voting Stock.

“TIA” and “Trust Indenture Act” mean the Trust Indenture Act of 1939, as amended, and any reference herein to the Trust Indenture Act or a particular provision thereof shall mean such Act or provision, as the case may be, as amended or replaced from time to time or as

I-4

supplemented from time to time by rules or regulations adopted by the Commission under or in furtherance of the purposes of such Act or provision, as the case may be.

“Trustee” means [_______________], as trustee under the Indenture until a successor replaces it in accordance with the provisions of the Indenture, and thereafter means such successor.

“Trust Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust Office of the Trustee, or any other officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such officers or to whom any corporate trust matter is referred because of such officer’s knowledge and familiarity with the particular subject.

“United States” and “U.S.” each mean the United States of America.

“U.S. Legal Tender” means such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.

I-5

EXHIBIT A

The trustee will not authenticate or deliver this security in connection with any registration of transfer to any person unless the trustee has received a certification from the transferring holder to the effect that (i) it is no longer the [owner trustee][indenture trustee][trustee] of the Toyota auto receivables trust and the proposed transferee is its successor in such capacity, or (ii) a swap termination has occurred and such proposed transfer is made in contemplation of a liquidation of the trust assets.

FORM OF FACE OF SECURITY

TOYOTA MOTOR CREDIT CORPORATION

TMCC DEMAND NOTES

For amounts allocated as [specify relevant Interest Distributable Amounts], [specify relevant Interest Carryover Shortfalls] For amounts allocated to make applications in reduction of the Outstanding Amount of [specify relevant classes of Notes or Certificates]

No.  ___

Toyota Motor Credit Corporation, a California corporation (the “Company,” which term includes any successor corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to [________________], in its capacity as Toyota Auto Receivables [Owner Trustee][Indenture Trustee][Trustee] under the [specify relevant Indenture or Trust Agreement] dated as of [_________], or registered assigns, the principal sum of U.S. Dollars as shall be set forth on the Schedule attached hereto as of the date of Maturity, and to pay interest on the outstanding amount of principal, as set forth on the Schedule from time to time, from the date such principal amount is originally issued and outstanding to the Business Day next preceding the relevant [Note][Certificate] Payment Date immediately following the related Date of Investment (or from the most recent Interest Payment Date to which interest has been paid or duly provided for to the Business Day next preceding the relevant Certificate Payment Date immediately following such Interest Payment Date)1, (each an “Interest Payment Date”), at the then applicable Required Rate as such rate shall be adjusted on each Calculation Date, 2to but excluding the date on which the principal hereof is paid or duly provided for. Interest on this Security will be computed on the basis of a 360 day year of twelve 30 day months. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the date that is one day (whether or not a Business Day), next preceding such Interest Payment Date (each, a “Record Date”). Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest

 

1 Insert for TMCC Demand Notes issued in connection with the investment of  amounts allocated in reduction of the Outstanding Amount of [specify relevant Classes of Note or Certificates].

2 Insert for TMCC Demand Notes issued in connection with the investment of any [specify relevant Interest Distributable Amounts], [specify relevant  Interest Carryover Shortfall Amounts].

A-1

Payment Date, shall forthwith cease to be payable to the Holder on such Record Date by virtue of having been such Holder, and, at the election of the Company, (i) may be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to the Holder of this Security not less than 10 days prior to such Special Record Date or (ii) may be paid in any other lawful manner, all as more fully provided in the Indenture. Payment of the principal and interest on this Security will be made at the office or agency of the Company maintained for that purpose in Chicago, Illinois in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that, except as otherwise provided in the Indenture, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the register of Securities maintained by the Registrar.

The date of Maturity with respect to the principal (and the accrued interest thereon to, but excluding, the date on which such principal is paid) amount evidenced by this Security shall be, the earlier of (x) the Targeted Maturity Date for the [specify relevant classes of Notes or Certificates3 ]the [____] [Note][Certificate] [____] Payment Date [____] immediately following the related Date of Investment4, (y) the date specified in a demand (as evidenced by the delivery to the Trustee of a demand in the form of Exhibit B to the Indenture) for the payment of 100% of the outstanding principal amount of the TMCC Demand Notes by any Holder following the occurrence of a Swap Termination or (z) the date upon which the outstanding Securities become due and payable due to the declaration of acceleration upon the occurrence of an Event of Default under the terms of the Indenture.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

	TOYOTA MOTOR CREDIT CORPORATION
Dated:	By:	____________________ Name: Title:

 

3 Insert for TMCC Demand Notes issued in connection with the investment of  amounts allocated in reduction of the Outstanding Amount of [specify relevant Classes of Notes or Certificates].

4 Insert for TMCC Demand Notes issued in connection with the investment of any [specify relevant Interest Distributable Amounts], [specify relevant  Interest Carryover Shortfall Amounts].

A-2

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities described in the within-mentioned Indenture.

[_______________],		[_______________],
AS TRUSTEE		AS TRUSTEE
OR
	By:
		Authorized Signatory
	By:
		as Authenticating Agent
	By:
		Authorized Signatory

A-3

FORM OF REVERSE OF SECURITY

TOYOTA MOTOR CREDIT CORPORATION

TMCC DEMAND NOTES

1. INDENTURE.

This Security is one of the duly authorized issue of the Company’s TMCC Demand Notes (the “Securities”), issued by the Company under an Indenture dated as of [________], 20[__] (as the same may be amended or supplemented from time to time, the “Indenture”) between the Company and [_______________], as Trustee (the “Trustee,” which term includes any successor trustee under the Indenture).

The Securities are unsecured general obligations of the Company, limited to an aggregate principal amount of $[__________], except as otherwise provided in the Indenture.

No reference herein to the Indenture and no provision of this Security or the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, places and rate and in the coin and currency herein and in the Indenture prescribed.

The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture.  Requests may be made to: Toyota Motor Credit Corporation, Attention: Treasury Department.

2. CAPITALIZED TERMS.

Capitalized terms used in this Security have the meanings assigned to them in the Indenture unless otherwise defined in this Security.

3. PAYING AGENT AND REGISTRAR.

The Trustee has been appointed to act as initial Paying Agent and Registrar for the Securities in [city].  The Company may appoint additional Paying Agents and co-Registrars, and may change any Paying Agent, Registrar or co-Registrar, all as provided in the Indenture.  Except as otherwise provided in the Indenture, the Trustee, the Company or any of its Subsidiaries may act as Paying Agent, Registrar or co-Registrar.

4. REDEMPTION.

The Securities are not redeemable prior to their respective Maturities at the option of the Company, in whole or from time to time in part.

5. DENOMINATIONS; TRANSFER; EXCHANGE.

The Securities are issuable only in registered form, without coupons, in denominations of at least U.S. $0.01 and integral multiples of $0.01 in excess thereof.  The Securities may be

A-4

transferred only in accordance with the provisions of Section 2.06(a) of the Indenture.  A Holder may register the exchange of any Security only in accordance with the provisions of Section 2.06 of the Indenture.  The Registrar or a co-Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents in form satisfactory to the Registrar and the Trustee.  No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith, except as otherwise provided in the Indenture.  The Company will maintain in Chicago, Illinois, an office or agency where Securities may be surrendered for registration of transfer or exchange.

6. PERSONS DEEMED OWNERS.

Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any Agent may treat the Person in whose name such Security is registered as the owner of such Security for all purposes.

7. UNCLAIMED MONEY.

The Trustee and the Paying Agent shall pay to the Company upon written request any U.S. Legal Tender held by them for the payment of the principal of or interest on the Securities which remains unclaimed for two years after the date on which such payment shall have become due.  After payment to the Company as aforesaid, Holders entitled to such moneys must look to the Company for such payment unless an applicable abandoned property law designates another Person.

8.  DISCHARGE PRIOR TO MATURITY.

If the Company irrevocably deposits with the Trustee U.S. Legal Tender sufficient to pay the principal of and interest on the Securities to maturity, or if all the outstanding Securities have been delivered to the Trustee for cancellation, and in either case if the Company complies with the other provisions of the Indenture relating thereto, the Company will be discharged from certain provisions of the Indenture and the Securities, excluding its obligation to pay the principal of and interest on the Securities.

9.  AMENDMENT; SUPPLEMENT; WAIVER.

Subject to certain exceptions and limitations set forth in the Indenture, the Indenture or the Securities may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding, and compliance with any provision or obligation under the Indenture or the Securities may be waived with the consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding. The Indenture also permits the Company and the Trustee, without notice to or consent of any Holder, to enter into certain amendments or supplements to the Indenture or the Securities.

10. DEFAULTS AND REMEDIES.

If an Event of Default occurs and is continuing, the Trustee, or the Holders of at least 25% in principal amount of the outstanding Securities, may declare all unpaid principal of and

A-5

accrued interest on the Securities to be due and payable immediately in the manner and with the effect provided in the Indenture. The Indenture provides that the Holders of a majority in principal amount of the Securities outstanding may rescind an acceleration of the Securities and its consequences on the terms and subject to the conditions set forth in the Indenture. The Indenture also provides that the Holders of a majority in principal amount of the outstanding Securities may waive an existing Default or Event of Default and its consequences except, among other things, a default in the payment of the principal of or interest on any of the Securities which has not been cured as provided in Section 6.02.

11. RESERVED.

12. NO RECOURSE AGAINST OTHERS.

A director, officer, employee, stockholder or incorporator, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder by accepting a Security waives and releases all such Persons from such liability. Such waiver and release are part of the consideration for the issuance of the Securities.

13. AUTHENTICATION.

This Security and the entries on the Schedule shall not be valid unless the Trustee or an authenticating agent has signed the certificate of authentication on this Security and such Schedule by manual signature or has satisfied the provisions set forth in the last paragraph of Section 2.02 of the Indenture.

14. GOVERNING LAW; HEADINGS.

THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD (TO THE EXTENT PERMITTED BY LAW) TO PRINCIPLES OF CONFLICTS OF LAW.

The headings in this Security are for convenience of reference only and shall not be deemed a part of this Security or limit or otherwise affect the meaning hereof.

A-6

FORM OF ASSIGNMENT

FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s), assign(s) and transfer(s) unto (Insert Taxpayer Identification No.) ________________

_______________________________________________________________________________________________

_______________________________________________________________________________________________

(Please print or typewrite name and address including postal zip code of assignee)

_______________________________________________________________________________________________

_______________________________________________________________________________________________

the within Security and all rights thereunder, hereby irrevocably constituting and appointing _______________ attorney to

transfer said Security on the books of the Company with full power of substitution in the premises.

A-7

SCHEDULE TO

TMCC DEMAND NOTE

NUMBER _____________

MAXIMUM AMOUNT $ ________________

AMOUNTS INVESTED AMOUNTS PAID  ----------------------------------------  ----------

	AMOUNTS INVESTED				AMOUNTS PAID
DATE OF INVESTMENT OR PAYMENT	AMOUNT OF INVESTMENT	AGGREGATE AMOUNT INVESTED	CURRENT REQUIRED DATE	STATED MATURITY DATE	PRINCIPAL  AMOUNT	INTEREST AMOUNT	PRINCIPAL BALANCE OUTSTANDING	INITIAL OF TRUSTEE

A-8

EXHIBIT B

FORM OF DEMAND

The undersigned hereby certifies to [_______________], in its capacity as trustee (the “Trustee”) under the Indenture dated as of [_______________] (the “Indenture”) between the Trustee and Toyota Motor Credit Corporation, that it is the holder of all or a portion of the Securities issued and outstanding under the Indenture, and that pursuant to the terms of the Indenture, it is demanding the payment in full of the principal (plus accrued interest thereon to the date specified below) of the outstanding Securities in connection with:

the occurrence of a Swap Termination (which I hereby certify is effective as of) ___________________

the downgrade of the Company’s short-term debt to a rating less than “[___]” by [_________] or “[__]” by [______] or a downgrade of the Company’s long-term debt to a rating less than “[__]” by [_________] or “[__]” by [______] (and I hereby certify that I have obtained the advice of __________________________________ pursuant to Section 4.01 of the Indenture and have received the advice required by such Section concerning ratings downgrades from ____________________________________________________ of [_________] and from _____________________________ of [____________]

The date on which such principal and accrued interest is to be paid is:

Dated:   By:     ____________________________________________________

B-1

EX-4.8

Exhibit 4.8

(Multicurrency-Cross Border)

ISDA

International Swap Dealers Association, Inc.

MASTER AGREEMENT

dated as of [________], 20[__]

[__________] and TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.

Accordingly, the parties agree as follows:—

1. Interpretation

(a)           Definitions.  The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement.

(b)           Inconsistency.  In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail.  In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction.

(c)           Single Agreement.  All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this “Agreement”), and the parties would not otherwise enter into any Transactions.

2. Obligations

(a)           General Conditions.

(i)           Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement.

(ii)          Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency.  Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary

for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement.

(iii)         Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement.

(b)           Change of Account.  Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change.

(c)           Netting.  If on any date amounts would otherwise be payable:—

(i)           in the same currency; and

(ii)          in respect of the same Transaction,

by each party to the other, then, on such date, each party’s obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction.  The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date).  This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries.

(d)           Deduction or Withholding for Tax.

(i)           Gross-Up.  All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect.  If a party is so required to deduct or withhold, then that party (“X”) will:—

(1)           promptly notify the other party (“Y”) of such requirement;

2

(2)           pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y;

(3)           promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and

(4)           if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required.  However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:—

(A)          the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

(B)           the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law.

(ii)           Liability.  If:–

(1)           X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4);

(2)           X does not so deduct or withhold; and

(3)           a liability resulting from such Tax is assessed directly against X,

then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e)           Default Interest; Other Amounts.  Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue amount

3

to the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate.  Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed.  If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement.

3. Representations

Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement) that:—

(a)           Basic Representations.

(i)            Status.  It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing;

(ii)           Powers.  It has the power to execute this Agreement and any other documentation relating to this Agreement to which is it a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorise such execution, delivery and performance;

(iii)          No Violation or Conflict.  Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(iv)          Consents.  All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

(v)           Obligations Binding.  Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

(b)           Absence ofCertain Events.  No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.

4

(c)           Absence of Litigation.  There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document.

(d)           Accuracy of Specified Information.  All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect.

(e)           Payer Tax Representation.  Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true.

(f)           Payee Tax Representations.  Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

4. Agreements

Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:—

(a)           Furnish Specified Information.  It will deliver to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs:—

(i)           any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation;

(ii)          any other documents specified in the Schedule or any Confirmation; and

(iii)         upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable.

(b)           Maintain Authorisations.  It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it

5

with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.

(c)           Comply with Laws.  It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party.

(d)           TaxAgreement.  It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure.

(e)           Payment of Stamp Tax.  Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated, organised, managed and controlled, or considered to have its seat, or in which a branch or office through which it is acting for the purpose of this Agreement is located (“Stamp Tax Jurisdiction”) and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party’s execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party.

5. Events of Default and Termination Events

(a)           Events of Default.  The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes an event of default (an “Event of Default”) with respect to such party:—

(i)           Failure to Pay or Deliver.  Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party;

(ii)          Breach of Agreement.  Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(0, 4(a)(iii) or 4(d)) to be complied with or performed by theparty in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

(iii)         Credit Support Default.

(1)           Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed;

6

(2)           the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or

(3)           the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document;

(iv)          Misrepresentation.  A representation (other than a representation under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated;

(v)           Default under Specified Transaction.  The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period; there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims; repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

(vi)          Cross Default.  If “Cross Default” is specified in the Schedule as applying to the party, the occurrence or existence of (1) a default, event of default or other similar condition or event (however described) .in respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable or (2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than the applicable Threshold Amount under such agreements or instruments (after giving effect to any applicable notice requirement or grace period);

(vii)         Bankruptcy.  The party, any Credit Support Provider of such party or any applicable Specified Entity of such party: —

7

(1)           is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has, a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or

(viii)        Merger Without Assumption.  The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer:—

(1)           the resulting, serving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or

(2)           the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement.

(b)           Termination Events.  The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such Party of any event specified below constitutes an illegality if the event is specified in (i) below, a Tax Event if the event specified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant

8

to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below:—

(i)           Illegality.  Due to the adoption of, or any change in, any applicable law after the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party):—

(1)           to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or

(2)           to perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction;

(ii)           Tax Event.  Due to (x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));

(iii)           Tax Event Upon Merger.  The party (the “Burdened Party”) on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets to, another entity (which will be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii);

(iv)           Credit Event Upon Merger.  If “Credit Event Upon Merger” is specified in the Schedule as applying to the party, such party (“X”), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the

9

resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or

(v)           Additional Termination Event. If any “Additional Termination Event” is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).

(c)           Event ofDefault and Illegality.  If an event or circumstance which would otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default.

6. Early Termination

(a)           Right to Terminate Following Event of Default.  If at any time an Event of Default with respect to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions.  If, however, “Automatic Early Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b)           Right to Terminate Following Termination Event.

(i)            Notice.  If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction and will also give such other information about that Termination Event as the other party may reasonably require.

(ii)           Transfer to Avoid Termination Event.  If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist.

10

If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i).

Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

(iii)          Two Affected Parties.  If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event.

(iv)          Right to Terminate:  If:—

(1)           a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or

(2)           an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party,

either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party and provided that the relevant Termination Event is then continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions.

(c)           Effect of Designation.

(i)            If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing.

(ii)           Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement.  The amount, if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e).

11

(d)           Calculations.

(i)           Statement.  On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid.  In the absence of written confirmation from the source of a quotation obtained in determining a Market Quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation.

(ii)           Payment Date.  An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day that notice of the amount payable is effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is effective (in the case of an Early Termination Date which is designated as a result of a Termination Event.) Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after judgment) in the Termination Currency, from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate.  Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed.

(e)           Payments on Early Termination.  If an Early Termination Date occurs, the following provisions shall apply based on the parties’ election in the Schedule of a payment measure, either “Market Quotation” or “Loss”, and a payment method, either the “First Method” or the “Second Method”.  If the parties fail to designate a payment measure or payment method in the Schedule, it will be deemed that “Market Quotation” or the “Second Method”, as the case may be, shall apply.  The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off.

(i)           Events of Default.  If the Early Termination Date results from an Event of

Default:—

(1)           First Method and Market Quotation.  If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party.

(2)           First Method and Loss.  If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number, the Non-defaulting Party’s Loss in respect of this Agreement.

12

(3)           Second Method and Market Quotation.  If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party.  If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

(4)           Second Method and Loss.  If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party’s Loss in respect of this Agreement.  If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

(ii)           Termination Events.  If the Early Termination Date results from a Termination Event:—

(1)           One Affected Party. If there is one Affected Party, the amount payable will be determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated Transactions.

(2)           Two Affected Parties.  If there are two Affected Parties:—

(A)           if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated-Transactions, and an amount will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher Settlement Amount (“X”) and the Settlement Amount of the party with the lower Settlement Amount (“Y”) and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Y; and

(B)           if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being terminated; in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party with the higher Loss (“X”) and the Loss of the party with the lower Loss (“Y”).

If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of that amount to Y.

13

(iii)           Adjustment for Bankruptcy.  In circumstances where an Early Termination Date occurs because “Automatic Early Termination” applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii).

(iv)           Pre-Estimate.  The parties agree that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty.  Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses.

7. Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that:—

(a)           a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and

(b)           a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8. Contractual Currency

(a)           Payment in the Contractual Currency.  Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the “Contractual Currency”).  To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in a reasonable manner and in good faith in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement.  If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall.  If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess.

14

(b)           Judgments. To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party.  The term “rate of exchange” includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency.

(c)           Separate Indemnities. To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement.

(d)           Evidence of Loss.  For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.

9. Miscellaneous

(a)           Entire Agreement.  This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.

(b)           Amendments.  No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

(c)           Survival of Obligations.  Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.

(d)           Remedies Cumulative.  Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.

15

(e)           Counterparts and Confirmations.

(i)           This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.

(ii)           The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise).  A Confirmation shall be entered into as soon as practicable and may be executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement.  The parties will specify therein or through another effective means that any such counterpart, telex or electronic message constitutes a Confirmation.

(f)           No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

(g)           Headings.  The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

10. Offices; Multibranch Parties

(a)           If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office.  This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into.

(b)           Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the other party.

(c)           If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation.

11. Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any

16

Credit Support Document to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection.

12. Notices

(a)           Effectiveness.  Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated:—

(i)           if in writing and delivered in person or by courier, on the date it is delivered;

(ii)           if sent by telex, on the date the recipient’s answerback is received;

(iii)           if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form, it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s facsimile machine);

(iv)           if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or

(v)           if sent by electronic messaging system, on the date that electronic message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day.

(b)           Change of Addresses.  Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to it.

13. Governing Law and Jurisdiction

(a)           Governing Law.  This Agreement will be governed by and construed in accordance with the law specified in the Schedule.

(b)           Jurisdiction.  With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”), each party irrevocably:—

(i)           submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English law, or to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by the laws of the State of New York; and

17

(ii)           waives any objection which it may have at anytime to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction (outside, if this Agreement is expressed to be governed by English law, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or re-enactment thereof for the time being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

(c)           Service ofProcess.  Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings.  If for any reason any party’s Process Agent is unable to act as such, such party will promptly notify the other party and within, 30 days appoint a substitute process agent acceptable to the other party.  The parties irrevocably consent to service of process given in the manner provided for notices in Section 12.  Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by law.

(d)           Waiver ofImmunities.  Each party irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.

14. Definitions

As used in this Agreement:—

“Additional Termination Event” has the meaning specified in Section 5(b).

“Affected Party”has the meaning specified in Section 5(b).

“AffectedTransactions” means (a) with respect to any Termination Event consisting of an Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions.

“Affiliate”means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person.  For this purpose, “control” of any entity or person means ownership of a majority of the voting power of the entity or person.

“Applicable Rate” means:—

18

(a)           in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b)           in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate;

(c)           in respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii) by a Non-defaulting Party, the Non-default Rate; and

(d)           in all other cases, the Termination Rate.

“Burdened Party”has the meaning specified in Section 5(b).

“Change in Tax Law” means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.

“consent” includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent.

“Credit Event Upon Merger” has the meaning specified in Section 5(b).

“Credit Support Document” means any agreement or instrument that is specified as such in this Agreement.

“Credit Support Provider” has the meaning specified in the Schedule.

“Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum.

“Defaulting Party”has the meaning specified in Section 6(a).

“Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iv).

“Event of Default”has the meaning specified in Section 5(a) and, if applicable, in the Schedule.

“Illegality” has the meaning specified in Section 5(b).

“Indemnifiable Tax” means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction,

19

but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document).

“law”includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority) and “lawful”and “unlawful” will be construed accordingly.

“Local Business Day” means, subject to the Schedule, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment, (c) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (d) relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction.

“Loss”means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as a negative number) in connection with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of such party but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them).  Loss includes losses and costs (or gains) in respect of any payment or delivery required to have been made (assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies.  Loss does not include a party’s legal fees and out-of-pocket expenses referred to under Section 11.  A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter as is reasonably practicable.  A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets.

“Market Quotation” means, with respect to one or more Terminated Transactions and a party making the determination, an amount determined on the basis of quotations from Reference Market-makers.  Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the “Replacement Transaction”) that would have the effect of preserving for such party the economic.  equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each

20

applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that date.  For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included.  The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree.  The party making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on, or as soon as reasonably practicable after the relevant Early Termination Date.  The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the other.  If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values.  If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations.  For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded.  If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined.

“Non-default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount.

“Non-defaulting Party”has the meaning specified in Section 6(a).

“Office”means a branch or office of a party, which may be such party’s head or home office.

“Potential Event of Default” means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default,

“Reference Market-makers” means four leading dealers in the relevant market selected by the party determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same city.

“Relevant Jurisdiction” means,with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made.

“Scheduled Payment Date” means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction.

21

“Set-off”means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer.

“Settlement Amount” means, with respect to a party and any Early Termination Date, the sum of:—

(a)           the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and

(b)           such party’s Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result.

“Specified Entity” has the meaning specified in the Schedule.

“Specified Indebtedness” means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.

“Specified Transaction” means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction; basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.

“Stamp Tax”means any stamp, registration, documentation or similar tax.

“Tax”means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax.

“Tax Event” has the meaning specified in Section 5(b).

“Tax Event Upon Merger” has the meaning specified in Section 5(b).

22

“Terminated Transactions” means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if “Automatic Early Termination” applies, immediately before that Early Termination Date).

“Termination Currency” has the meaning specified in the Schedule.

“Termination Currency Equivalent” means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the “Other Currency”), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m.  (in the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date.  The foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties.

“Termination Event” means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event.

“Termination Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts.

“Unpaid Amounts” owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early-Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market value of that which was (or would have been) required to be delivered as of the originally scheduled date for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate.  Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed.  The fair market value of any obligation referred to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the

23

Termination Currency Equivalents of the fair market values reasonably determined by both parties.

24

IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.

[__________]           By:_____________________________ Name: Title: Date: TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST* (Name of Party)       By:_____________________________ Name: Title: Date: *  [______________], not in its individual capacity, but solely as Owner Trustee

SCHEDULE TO THE MASTER AGREEMENT

DATED AS OF [________], 20[__]

BETWEEN

[__________] (“PARTY A”)

AND

TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST (“PARTY B”)

Reference is made to the Sale and Servicing Agreement, dated as of [________], 20[__] (the “Sale and Servicing Agreement”), among Party B, as Issuer, Toyota Auto Finance Receivables LLC, as Seller, and Toyota Motor Credit Corporation, as Servicer and Sponsor.  Capitalized terms used but not defined in this Agreement shall have the meanings given to them in the Sale and Servicing Agreement.

15. Termination Provisions.

(a) “Specified Entity” means in relation to Party A for the purpose of:

Section 5(a)(v), [None]

Section 5(a)(vi), [None]

Section 5(a)(vii), [None]

Section 5(b)(iv), [None]

and in relation to Party B for the purpose of:

Section 5(a)(v), None

Section 5(a)(vi), None

Section 5(a)(vii), None

Section 5(b)(iv), None

(b) “Specified Transaction” has the meaning specified in Section 14.

(c) The “Breach of Agreement” provisions of Section 5(a)(ii) will not apply to Party B.

(d) The “Credit Support Default” provisions of Section 5(a)(iii) will not apply to Party A and will not apply to Party B.

(e) The “Misrepresentation” provisions of Section 5(a)(iv) will not apply to Party B.

(f) The “Default Under The Specified Transaction” provisions of Section 5(a)(v) will not apply to Party B.

(g) The “Cross Default” provisions of Section 5(a)(vi) will not apply to Party B.

(h) The “Tax Event Upon Merger” provisions of Section 5(b)(iii) will not apply to Party B.

(i) The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will not apply to Party A and will not apply to Party B.

1

(j) The “Automatic Early Termination” provisions of Section 6(a) will not apply to Party A and will not apply to Party B.

(k) Payments On Early Termination.  “Market Quotation” and “Second Method” will apply for the purpose of Section 6(e) of this Agreement; provided, however, that (x) except as otherwise specified in this Part 1(k), notwithstanding the definition of “Replacement Transaction” contained in the definition of “Market Quotation” in Section 14 of this Agreement, the Replacement Transaction will have a notional balance in each future Calculation Period (as defined in the relevant Transaction) equal to an amount determined in good faith and in a commercially reasonable manner by the Non-defaulting Party or the party that is not the Affected Party based on its expected schedule of the “Notional Amount” of such Transaction in each such future Calculation Period (and in determining such expected Notional Amount in each such future Calculation Period, such party will as primary although not exclusive considerations take into account: (a) the [Class [__] Note Balance] as of the Early Termination Date; and (b) the amortization rate of the Receivables from the Effective Date of the Transaction until the Early Termination Date without reference to the reduction in the [Class [__] Note Balance] as a direct result of any sale of Receivables pursuant to Section 5.04 of the Indenture but taking into account the amortization rate of the Receivables remaining following such sale of Receivables; and (y) in the case of the Additional Termination Event specified below (A) in Part 1(m)(i) of this Schedule that occurs other than as a result of an amendment after the date hereof to the Investment Company Act of 1940, as amended, or the promulgation of regulations thereunder after the date hereof, or (B) in Part 1(m)(iv) of this Schedule, in either case, the related Settlement Amount for each Party will be deemed to be zero.

(l) “Termination Currency” means United States Dollars.

(m) “Additional Termination Event” will apply.  Any of the following shall constitute an Additional Termination Event:

(i) Investment Company.  Party B becomes subject to registration as an “investment company” for purposes of the Investment Company Act of1940, as amended (in which event Party A and Party B shall be the Affected Parties and all Transactions shall be Affected Transactions).

(ii) Event of Default Under the Sale and Servicing Agreement.  Any “Event of Default” (as defined in the Sale and Servicing Agreement) shall occur and be continuing (in which event Party B shall be the sole Affected Party and all Transactions shall be Affected Transactions).

(iii) [Eligible Hedge Counterparty].  If Party A ceases to be an “[Eligible Hedge Counterparty]” (as defined in the Sale and Servicing Agreement) and does not, within the relevant timeframes set out therein, comply with the requirements set out in Section [____] of the Sale and Servicing Agreement (in which event Party A shall be the sole Affected Party and all Transactions shall be Affected Transactions).

2

(iv) Exercise of Optional Purchase of All Receivables.  The Servicer (or any successor to the Servicer) exercises its option to purchase the corpus of the Trust Estate pursuant to Section 9.01 of the Sale and Servicing Agreement (in which event Party A and Party B shall be the Affected Parties and all Transactions shall be Affected Transactions).

16. Tax Representations

(a)           Payer Representations.  For the purpose of Section 3(e) of this Agreement, Party A and Party B each make the following representation:

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Sections 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement.  In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, except that it will not be a breach of this representation where reliance is placed on clause (ii) above and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

(b)           Payee Representations.  For the purpose of Section 3(f) of this Agreement:―

(i) Party A and Party B each make the following representation:―

It is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for United States federal income tax purposes.

(ii) Party A and Party B each make the following representation:―

It is an exempt recipient (as that term is used in section 1.6049-4(c) of United States Treasury Regulations).

17. Agreement to Deliver Documents

For the purpose of Section 4(a) of this Agreement, each party agrees to deliver the following documents as applicable:

(a) Tax forms, documents or certificates to be delivered are:

3

Party required to deliver document	Form/Document/Certificate	Date by which to be delivered
Party A and Party B	Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate.	Promptly upon the earlier of (i) reasonable demand by the other party and (ii) learning that the form or document is required.

(b) Other documents to be delivered are:

Party required to deliver document	Form/Document/Certificate	Date by which to be delivered	Covered by Section 3(d) Representation
Party A and Party B	Certificate or other documents evidencing the authority of the party entering into this Agreement and the persons acting on behalf of such party	At or promptly following the execution of this Agreement, and, if a Confirmation so requires it on or before the date set forth therein	Yes
Party A	Legal Opinions in the form reasonably acceptable to the other party	At or promptly following the execution of this Agreement	No
Party B	If requested by Party A, all servicing reports required to be provided by or to Party B under the Sale and Servicing Agreement	Promptly following receipt in the case of reports received and simultaneously with the date furnished in the case of reports sent	No

18. Miscellaneous

(a) Addresses For Notices: For the purpose of Section 12(a) of this Agreement:

Address for notices or communications to Party A:

Address:               [__________]

(For all purposes)

Address for notices or communications to Party B:

Address: Toyota Auto Receivables 20[__]-[__] Owner Trust

c/o [__________], as Owner Trustee

[__________]

(For all purposes)

4

(b) Process Agent.  For the purpose of Section 13(c):

Party A appoints as its Process Agent: Not Applicable

Party B appoints as its Process Agent: Not Applicable

(c) Offices.  The provisions of Section 10(a) will apply to this Agreement.

(d) Multibranch Party.  For the purpose of Section 10:

Party A is not a Multibranch Party.

Party B is not a Multibranch Party.

(e) Calculation Agent.  Party A will be the Calculation Agent.  All calculations by the Calculation Agent (the “CA”) shall be made in good faith and through the exercise of the CA’s commercially reasonable judgment.

(f) Credit Support Document.  Details of any Credit Support Document:

Party A: None.

Party B: None.

(g) Credit Support Provider.

Party A: Not Applicable

Party B: Not Applicable

(h) Governing Law.  This Agreement and each Confirmation will be governed by and construed in accordance with the laws of the State of New York, without reference to its choice of law doctrine.

(i) Waiver of Jury Trial.  Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any proceedings relating to this Agreement.

(j) “Affiliate” will have the meaning specified in Section 14 of this Agreement.

19. Other Provisions

(a) Gross-Up, Liability.  Neither Party A nor Party B will in any circumstance be required to pay additional amounts in respect of any Indemnifiable Tax or be under any obligation to pay to the other any amount in respect of any liability of such other for or on account of any Tax and, accordingly, Section 2(d)(i)(4) and Section 2(d)(ii) of this Agreement shall not apply.

(b) Section 6(b)(iii) shall not apply.

5

(c) Section 6(b)(iv) is hereby amended by (i) deleting the words “a Credit Event Upon Merger” wherever they appear in that provision.

(d) Section 7 is hereby amended to read in its entirety as follows:

Except as stated under Section 6(b)(ii) of the Agreement and as provided in this Section 7, neither Party A nor Party B is permitted to assign, novate or transfer as a whole or in part any of its rights, obligations or interests under this Agreement.  Party A may transfer this Agreement to an Eligible Hedge Counterparty (the “Transferee”), on ten (10) Business Days’ prior written notice, provided that (i)  Party A delivers an opinion of independent counsel of recognized standing in form and substance reasonably satisfactory to the Indenture Trustee confirming that as of the date of such transfer the Transferee will not, as a result of such transfer, be required to withhold or deduct on account of tax under this Agreement; and (ii) a Termination Event or Event of Default will not occur under this Agreement as a result of such transfer.

(e) Additional Representations.  Section 3 is hereby amended by adding at the end thereof the following Subparagraphs:

(g)          It is entering into this Agreement and any other documentation relating to this Agreement as principal (and not as agent or in any other capacity, fiduciary or otherwise).

(h)          It is an “eligible contract participant” as defined in the Commodity Exchange Act, as amended, and the material terms of the Agreement have been, and the material terms of each Transaction will be, subject to individual negotiations by the parties.

(i)           It hereby acknowledges and agrees that this Agreement and each Transaction hereunder or thereunder is intended to be a “swap agreement” as that term is defined in the U.S. Bankruptcy Code (as amended from time to time) and that the rights granted to each party under Section 6 include a contractual right to terminate a “swap agreement” and to offset and net out termination values and payment amounts in connection therewith.

(f) Confirmations.  Each Confirmation supplements, forms part of, and will be read and construed as one with this Agreement.

(g) Interest Rate and Currency Exchanges Definitions.  Reference is hereby made to the 2006 ISDA Definitions, published by the International Swaps and Derivatives Association, Inc. (the “Definitions”), which are hereby incorporated by reference herein.

(h) No Set-off.  Without affecting the provisions of this Agreement requiring the calculation of certain net payment amounts, all payments under this Agreement will be made without set-off or counterclaims.

(i) Inconsistency.  In the event of an inconsistency among or between any of the following documents, the relevant document first listed below shall govern.

(i) Confirmation;

6

(ii) Schedule;

(iii) Definitions;

(iv) Sections 1 through 14 of this Agreement.

(j) (i)  Default Interest; Other Amounts.  Section 2(e) of this Agreement is hereby amended by adding the following at the end of the first sentence thereof:

; provided, however, that this Section 2(e) shall not apply to either Party A or Party B if its failure to pay is caused solely by such party becoming required to deduct or withhold on account of any Tax as set out in Section 2(d)(i); provided, further, that this Section 2(e) shall not apply to Party B if its failure to pay is caused by a shortfall of funds in the Collection Account as applied in accordance with Section [____] of the Sale and Servicing Agreement.

(ii)  Payment Date.  Section 6(d)(ii) of this Agreement is hereby amended by adding the following at the end thereof:

; provided, however, that in no event shall any interest accrue or be payable with respect to any amount payable by Party B under this Section 6(d)(ii) to the extent that such amount is not paid by Party B on a Payment Date and such failure to pay is caused by a shortfall of funds in the Collection Account available to pay such amount as a Hedge Termination Payment in accordance with Section [____] of the Sale and Servicing Agreement.

(k) Scope of Obligations of the Owner Trustee.  The parties hereto agree that:

(i) This Agreement is executed and delivered by [__________], not individually or personally but solely in its capacity as Owner Trustee on behalf of Party B, in the exercise of the powers and authority conferred and vested in the Owner Trustee under the Trust Agreement.

(ii) Each of the representations, undertakings and agreements herein made on the part of Party B is made and intended not as a personal representation, undertaking or agreement by the Owner Trustee but is made and intended for the purpose of binding only Party B.

(iii) The Owner Trustee shall not be required to expend or risk its own funds or otherwise incur any liability in connection with this Agreement, and Party A shall not bring any claim whatsoever against the Owner Trustee in its individual capacity or against the assets of the Owner Trustee (other than the assets of Party B).

(l) Non-Petition.  Party A agrees, prior to the date that is one (1) year and one (1) day after the payment in full of all indebtedness for borrowed money of Party B, not to acquiesce, petition or otherwise, directly or indirectly, invoke, or cause Party B to invoke, the process of any government or political subdivision or any agency, authority, bureau,

7

central bank, commission, department or instrumentality of either, or any court, federal or state regulatory authority, tribunal, grand jury or arbitrator, in each case, whether foreign or domestic for the purpose of (a) commencing or sustaining a case against Party B, under any federal or state bankruptcy, insolvency or similar law (including the United States Bankruptcy Code, Title 11 United States Code, as amended), (b) appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for Party B, or any substantial part of the property of Party B, or (c) ordering the winding up or liquidation of the affairs of Party B.

(m) Limited Recourse.  Notwithstanding anything to the contrary contained herein, the obligations of Party B under this Agreement are limited recourse obligations of Party B, payable solely from the Collateral, subject to and in accordance with the terms of the Sale and Servicing Agreement, and, following realization of the Collateral, any claims of Party A against Party B shall be extinguished and shall not thereafter revive.  None of the trustees, officers or administrators of Party B shall be liable for any amount due from Party B under this Agreement.  It is understood that the foregoing provisions shall not (i) prevent recourse to the Collateral for the sums due or to become due to Party A under Agreement (subject to the priority of payments set forth in the Sale and Servicing Agreement and subject to sub-section (l) above) or (ii) constitute a waiver, release or discharge of any obligation of Party B arising under this Agreement until the Collateral has been realized and the proceeds applied in accordance with the Sale and Servicing Agreement, whereupon any outstanding obligation of Party B under this Agreement shall be extinguished.  This paragraph shall survive any termination of this Agreement.

8

IN WITNESS WHEREOF, the parties have executed this Schedule by their duly authorized officers as of [________], 20[__].

[__________]

By:    

          Name:

          Title:

Confirmed as of the date first written:

TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST

By: [__________], not in its individual capacity but solely as Owner Trustee

          By:   

                    Name:

                    Title:

CONFIRMATION FOR U.S. DOLLAR INTEREST RATE SWAP TRANSACTION UNDER 1992 MASTER AGREEMENT

TO: Toyota Auto Receivables [__]-[__] Owner Trust (“Party B”)

c/o [__________], as Owner Trustee

[__________]

FROM:           [__________] (“Party A”)

DATE: [________], 20[__]

The purpose of this letter agreement is to confirm the terms and conditions of the Swap Transaction entered into between the parties hereto on the Trade Date specified below (the “Swap Transaction”).  This letter agreement constitutes a “Confirmation” as referred to in the Master Agreement specified below.

1. The definitions and provisions contained in the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc., the “Definitions”) are incorporated into this Confirmation.  In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.  Terms not otherwise defined herein or in the Definitions shall have the respective meanings set forth in the Sale and Servicing Agreement, dated as of [________], 20[__], among Party B, as Issuer, Toyota Auto Finance Receivables LLC, as Seller, and Toyota Motor Credit Corporation, as Sponsor and Servicer.

This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement between the parties hereto dated as of [________], 20[__] (the “Agreement”), and all provisions contained or incorporated by reference in the Agreement shall govern this Confirmation except as expressly modified below.

Party A and Party B acknowledge that this Swap Transaction relates to the [Class [__] Notes] issued by Party B pursuant to the Indenture, dated as of [________], 20[__], between Party B, as issuer, and [__________], as indenture trustee and securities intermediary.

2. The terms of the particular Swap Transaction to which this Confirmation relates are as follows:

Trade Date:	[________], 20[__].
Effective Date:	[________], 20[__].
Termination Date:	The earlier of the (a) the date on which the [Class [__] Note Balance] hereunder has been reduced to zero or (b) the [Class [__] Final Maturity Date], subject to early termination in accordance with the

	terms of the Agreement.
Notional Amounts:	For each Calculation Period, the [Class [__] Note Balance] as of the close of business on the first day of the related Floating Rate Calculation Period.
Fixed Amounts:
Fixed Rate Payer:	Party B.
Fixed Rate Payer Payment Dates:	The [__] day of each month, commencing [________], 20[__], subject to adjustment in accordance with the Following Business Day Convention.
Fixed Rate:	[____]%.
Fixed Rate Day Count Fraction:	30/360.
Floating Amounts:
Floating Rate Payer:	Party A.
Floating Rate Payer Payment Dates:	The [__] day of each month, commencing [________], 20[__], subject to adjustment in accordance with the Modified Following Business Day Convention.
Floating Rate:	[____]%.
Designated Maturity:	One month.
Spread:	Zero.
Initial Floating Rate:	[____]%.
Floating Rate Day Count Fraction:	Actual/360.
Reset Date:	The first day of each Calculation Period.
Compounding:	Inapplicable.
Business Days:	New York, New York, Wilmington, Delaware and [__________].
Calculation Agent:	Party A.

2

3.             Account Details.

Payments to Party A:                                                                          To be provided in writing by Party A.

Payments to Party B:                                                                           To be provided in writing by Party B.

[Signature Page Follows]

3

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us.

Yours sincerely,

[__________]

By:    _______________________________   

Name:

Title:

Confirmed as of the date above:

TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST

By: [__________], not in its individual capacity but solely as Owner Trustee

By:______________________________________

Name

Title:

EX-4.9

Exhibit 4.9

FORM OF REVOLVING LIQUIDITY NOTE AGREEMENT

TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST

as Issuer

and

TOYOTA MOTOR CREDIT CORPORATION

as Initial Holder

Dated as of [________], 20[__]

REVOLVING LIQUIDITY NOTE AGREEMENT (this “Agreement”) dated as of [________], 20[__] (this “Agreement”), by and between TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST, a Delaware business trust, as issuer (the “Issuer”) of the revolving liquidity note (the “Revolving Liquidity Note”) issued hereunder, and TOYOTA MOTOR CREDIT CORPORATION, a California corporation (“TMCC”), as the initial holder of the Revolving Liquidity Note.

W I T N E S S E T H:

WHEREAS Toyota Auto Receivables 20[__]-[__] Owner Trust is issuing the Toyota Auto Receivables 20[__]-[__] Owner Trust $[__________] [____]% Asset Backed Notes, Class A-1, the Toyota Auto Receivables 20[__]-[__] Owner Trust $[__________] [____]% Asset Backed Notes Class A-2, the Toyota Auto Receivables 20[__]-[__] Owner Trust $[__________] [____]% Asset Backed Notes, Class A-3, the Toyota Auto Receivables 20[__]-[__] Owner Trust $[__________] [____]% Asset Backed Notes Class A-4, and the Toyota Auto Receivables 20[__]-[__] Owner Trust $[__________] [____]% (collectively, the “Notes”) pursuant to the Indenture dated as of [________], 20[__] (as amended and supplemented from time to time, the “Indenture”), between the Issuer and the Indenture Trustee;

WHEREAS the Issuer desires to enter into a credit and liquidity enhancement arrangement that will provide funding for certain required payments of principal and interest on the Notes in the event that Available Collections and any amounts on deposit in the Reserve Account that are available to be paid in respect thereof to Noteholders on any Payment Date are insufficient to fund such payments;

WHEREAS TMCC is willing to provide such credit and liquidity enhancement on the terms described herein against delivery to it of the Revolving Liquidity Note evidencing the obligation of the Issuer to repay amounts so funded on the terms set forth herein and in the Revolving Liquidity Note;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

Article I

Definitions

Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Sale and Servicing Agreement dated as of [________], 20[__], among the Issuer, TMCC, as servicer, and TAFR LLC, as seller (the “Sale and Servicing Agreement”).

Article II

Funding by Holder of Revolving Liquidity Note

Section 2.1.      General Funding Obligation.  Pursuant to Section 5.06(b) of the Sale and Servicing Agreement, on each Determination Date, the Servicer shall calculate the amount, if any, by which the amounts to be distributed in respect of interest on or principal of the Notes pursuant to Sections 5.06(c)(ii) and (iii) or 5.06(d)(ii) or (iii) of the Sale and Servicing Agreement exceed the amount of Available Collections that will be available to make such payments and will determine whether amounts on deposit in the Reserve Account, if any, that are available therefor will be sufficient to fund such payments on the related Payment Date.  If, in accordance with the Sale and Servicing Agreement, the Servicer notifies the Indenture Trustee on behalf of the Issuer that it has determined that Available Collections and amounts on deposit in the Reserve Account that will be available to make such payments will be insufficient therefor, then the Indenture Trustee on behalf of the Issuer will have the right to request the holder of the Revolving Liquidity Note (the “Holder”) to fund such shortfall (such request, or any request for funding described in Section 2.2 hereof, a “Draw”); provided that the Holder will not be obligated to fund any such shortfall to the extent that the aggregate of the amounts funded by it hereunder and not previously repaid equals or exceeds $[__________] (the parties hereto agreeing that interest accrued on the Revolving Liquidity Note as described herein will not be considered an amount funded by the Holder for purposes of such calculation).  The “Undrawn Amount” of the Revolving Liquidity Note is an amount equal to $[__________] less an amount equal to the aggregate of all amounts funded pursuant to any previous Draw Requests (as defined in Section 2.3) that have not yet been repaid pursuant to Section 2.4 (the parties hereto agreeing that interest accrued on the Revolving Liquidity Note as described herein will not be considered an amount funded by the Holder for purposes of such calculation, and any amount paid in respect of such accrued interest will not be considered to increase the Undrawn Amount).

Section 2.2.      Additional Funding Obligations.  If at any time prior to the Final Payment Date either (i) the short-term unsecured debt rating of TMCC falls below [____] by [__________] or [____] by [__________] (or in either case, such lower ratings as may be permitted by [__________] or [__________], respectively), or (ii) the Holder fails to fund the amount specified in any Draw Request prepared and submitted to the Holder in accordance with Sections 2.1 and 2.3 of this Agreement, then the Indenture Trustee on behalf of the Issuer will have the right to request that the entire Undrawn Amount of the Revolving Liquidity Note be

2

funded.  To the extent the entire Undrawn Amount is fully funded pursuant to this Section 2.2, the Undrawn Amount shall be reduced to zero and shall no longer be subject to draws.

Section 2.3.      Draw Mechanics.  Not fewer than two Business Days prior to the relevant Payment Date, in the case of a Draw described in Section 2.1, and on any Business Day, in the case of a Draw described in Section 2.2, the Issuer, by action of the Indenture Trustee or of the Administrator on behalf of the Indenture Trustee (following the assignment of this Agreement to the Indenture Trustee pursuant to Section 2.5 and until the Indenture terminates in accordance with its provisions), may deliver a written request (each such request, a “Draw Request”) for funds in the amount of the shortfall described in Section 2.1 or the entire Undrawn Amount in the case of a Draw pursuant to Section 2.2.  Any such Draw Request may be delivered by facsimile transmission and hard copy to: Toyota Motor Credit Corporation, [__________], Attn: Vice President, Treasury, Re: Toyota Auto Receivables 20[__]-[__] Owner Trust Revolving Liquidity Note Draw Request.  Not later than 2:00 p.m. on the Business Day following delivery of any Draw Request, the Holder will fund the indicated draw by wire transfer of immediately available funds to the following account:

ABA No.: [__________]

BFN: [__________]

A/C: [__________]

For further credit to: [__________]

Attn: [__________]

Section 2.4.      Repayment of Funded Draws.  Subject to the following sentences, the Issuer is obligated to repay all funded Draws together with interest accrued on the daily outstanding balance of all funded Draws from the date made until the date all funded Draws are repaid at [____]% per annum, calculated daily on the basis of a year of 365 or 366 days, as applicable.  The parties hereto (and the assignees and third-party beneficiaries hereof, by accepting the assignment of this Agreement as contemplated in Section 2.5 hereof) agree that Draws will be repaid in part or in whole on any each succeeding Payment Date on which amounts are available therefor in accordance with the provisions of Section 5.06(c)(v) or 5.06(d)(iv) of the Sale and Servicing Agreement, and interest accrued on the daily outstanding amount of funded Draws will be payable on and after the Payment Date on which all funded Draws are repaid and on which amounts are available therefore in accordance with the provisions of Section 5.06(c)(vi) or 5.06(d)(v) of the Sale and Servicing Agreement.  Payments to the Holder in respect of funded Draws or accrued interest will be made either by (i) netting by TMCC of amounts that would be repayable on any Payment Date to the extent amounts would be available therefor in accordance with the provisions of Section 5.06(c)(v) and (vi) or 5.06(d)(iv) and (v) of the Sale and Servicing Agreement against amounts it is otherwise required to deposit into the Collection Account in its capacity as Servicer in accordance with Section 5.04(f) of the Sale and Servicing Agreement, or by wire transfer of immediately available funds to the following account:

ABA No.

A/C No.

A/C

3

Notwithstanding the foregoing, if following liquidation of the Owner Trust Estate pursuant to Article IX of the Indenture the Trust has insufficient funds to make required payments to the Holder of the Revolving Liquidity Note pursuant to Article V of the Sale and Servicing Agreement, then all amounts due under the Revolving Liquidity Note will be deemed to have been paid in full and this Agreement shall terminate with no further payment owing from the Trust.

Section 2.5.      Assignment; Third Party Beneficiaries.  The parties hereto acknowledge and agree that the right to receive amounts funded by the Holder under the Revolving Liquidity Note and all other rights of the Issuer under this Agreement will be assigned by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders, and that the Indenture Trustee, on behalf of the Noteholders, and such Noteholders, are intended to be third-party beneficiaries of this Agreement from and after such assignment and until the Indenture is terminated in accordance with its terms.  In addition, the Holder expressly acknowledges that, pursuant to the Indenture, the Indenture Trustee will exercise its right to request funds hereunder in every circumstance when such request may be made in accordance with the terms of this Agreement.  Nothing in this Agreement or in the Revolving Liquidity Note, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim under or in respect of this Agreement or the Revolving Liquidity Note, or any covenants, conditions or provisions contained herein or therein.

Article III

Revolving Liquidity Note

Section 3.1.      Issuance of Revolving Liquidity Note.  On the date hereof, the Issuer will execute and deliver to the Holder, and the Owner Trustee will authenticate, a physical certificate evidencing the Revolving Liquidity Note, substantially in the form of Exhibit A hereto.  Each Revolving Liquidity Note issued hereunder will evidence the repayment obligations of the Issuer set forth in Section 2.4 hereof and the funding obligations of the Holder thereof set forth in Section 2.1 and 2.2 hereof, and will be dated the date of its issuance.

Section 3.2.      Upon issuance, the Undrawn Amount of the Revolving Liquidity Note shall be $[__________].  The Undrawn Amount will be reduced by the amount of each Draw funded by the Holder, and increased by amounts repaid to the Holder pursuant to Section 2.4 up to a maximum of $[__________], excluding interest paid on the Revolving Liquidity Note.  Interest will accrue on the average daily outstanding excess of $[__________] over the Undrawn Amount from and including the date of any Draw to but excluding the date on which the Undrawn Amount is reduced to zero.  Although the Revolving Liquidity Note is secured by the Owner Trust Estate ([excluding assets of the Sub-Trust as defined in the Amended and Restated Trust Agreement of the Issuer]), all payments in respect of funded Draws and interest accrued thereon shall be fully subordinated to required payments to the Noteholders and to required deposits into the Reserve Account as set forth in the Sale and Servicing Agreement.

Section 3.3.      Transfer.  Prior to the termination of the Indenture, the Holder may not transfer, assign or convey the Revolving Liquidity Note or this Agreement unless: (i) the purported transferee, assignee or recipient of such conveyance has executed a written agreement

4

to be bound by all of the terms and provisions of this Agreement; (ii) such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or Certificateholder; and (iii) the Rating Agency Condition is satisfied.  The Revolving Liquidity Note may not be transferred, assigned or conveyed in part; any transfer, conveyance or assignment must be in respect of 100% of the Revolving Liquidity Note.  The Issuer (or the Administrator on behalf of the Issuer) will maintain a register in which it will record the name and contact information for each Holder.  No transfer, assignment or conveyance of the Revolving Liquidity Note will be effective prior to notice to the Issuer and the Indenture Trustee and recordation by the Issuer (or the Administrator on behalf of the Issuer) thereof in such register.

Section 3.4.      No Set-Off.  Without affecting the provisions of this Agreement requiring the calculation of payment amounts, all payments under this Agreement will be made without set-off [or counterclaims against payments to or from the Swap Counterparty under the [Interest Rate Swap Agreement or other Basic Documents] or payments owing to the Servicer under the Basic Documents, and the parties hereto waive any right of set-off or counterclaim that any such party may have at law or equity.

Article IV

Miscellaneous Provisions

Section 4.1.      Fees and Expenses.  No party shall receive fees or expenses in connection with this Agreement.

Section 4.2.      Assignment by Issuer.  The Holder hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders of all right, title and interest of the Issuer to and/or the assignment of any or all of the Issuer’s rights and obligations hereunder to the Indenture Trustee.

Section 4.3.      Amendment.  Prior to the termination of the Indenture, this Agreement may be amended by the Issuer and the Holder, with the consent of the Indenture Trustee, but without the consent of any of the Noteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that (i) such action shall not, as evidenced by an Opinion of Counsel delivered to the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or Certificateholder, and (ii) the Rating Agency Condition is satisfied.  After the termination of the Indenture, this Agreement may be amended in writing by the Issuer and the Holder without notice to or consent of any other Person.

Section 4.4.      Notices.  All demands, notices, communications and instructions upon or to the Issuer, the initial Holder, the Owner Trustee or the Indenture Trustee under this Agreement shall be in writing, personally delivered or mailed by certified mail, return receipt requested, and shall be deemed to have been duly given upon receipt (a) in the case of the initial

5

Holder, to Toyota Motor Credit Corporation, 19001 S.  Western Avenue, Torrance, California 90509, Attention: Vice President, Treasury, (310) 468-4001, (b) in the case of the Issuer or the Owner Trustee, at the Corporate Trust Office (as defined in the Trust Agreement), (c) in the case of the Indenture Trustee, at the Corporate Trust Office specified in the Indenture, (d) in the case of [__________], to [__________], (f) in the case of [__________], to [__________]; or, as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.

Section 4.5.      Holder’s Nonpetition Covenant.

Notwithstanding any prior termination of this Agreement, the Holder will not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Issuer or Seller, acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuer or Seller under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or Seller or any substantial part of the property of either of them, or ordering the winding up or liquidation of the affairs of the Issuer or Seller.

Section 4.6.      No Proceedings.  There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the Holder’s knowledge, threatened, against or affecting the Holder: (i) asserting the invalidity of this Agreement or the Revolving Liquidity Note, (ii) seeking to prevent the issuance of the Revolving Liquidity Note or the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Holder of its obligations under, or the validity or enforceability of, this Agreement, or (iv) relating to the Holder and which might adversely affect the federal income tax attributes of the Issuer or the Revolving Liquidity Note.

Section 4.7.      Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 4.8.      Termination.  This Agreement shall terminate upon the termination of the Amended and Restated Trust Agreement pursuant to Article IX of the Amended and Restated Trust Agreement.

Section 4.9.      Separate Counterparts.  This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 4.10.      Headings.  The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

6

Section 4.11.      Limitation on Liability.  Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by [__________], not in its individual capacity, but solely in its capacity as Owner Trustee on behalf of the Issuer.  In no event shall [__________] in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered by the Holder, or prepared by the Holder for delivery by the Owner Trustee on behalf of the Issuer, pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer.  For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.

Section 4.12.      Governing Law.  This Agreement shall be construed in accordance with the laws of the State of California, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

[Remainder of this page intentionally left blank]

7

IN WITNESS WHEREOF, the Issuer and the initial Holder have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.

TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST, as Issuer

By:_______________________,  not  in

its individual  capacity but solely in

its capacity as Owner Trustee

By:______________________________

Name:

Title:

TOYOTA MOTOR CREDIT CORPORATION, as Holder

By:______________________________

Name:

Title:

8

EXHIBIT A

FORM OF REVOLVING LIQUIDITY NOTE

THIS REVOLVING LIQUIDITY NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN RELIANCE ON EXEMPTIONS PROVIDED BY THE 1933 ACT AND SUCH STATE OR FOREIGN SECURITIES LAWS.  NO RESALE OR OTHER TRANSFER OF THIS REVOLVING LIQUIDITY NOTE SHALL BE MADE EXCEPT IN COMPLIANCE WITH SECTION 3.3 OF THE REVOLVING LIQUIDITY NOTE AGREEMENT AND EITHER (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR (ii) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS.

THE PRINCIPAL OF THIS REVOLVING LIQUIDITY NOTE IS PAYABLE SOLELY FROM FUNDS AVAILABLE THEREFOR PURSUANT TO ARTICLE V OF THE SALE AND SERVICING AGREEMENT REFERRED TO HEREIN.  THE HOLDER HEREOF IS REQUIRED TO FUND CERTAIN DRAWS REQUESTED BY THE ISSUER HEREOF (OR BY CERTAIN OTHER PERSONS REFERRED TO HEREIN) UP TO A MAXIMUM PRINCIPAL AMOUNT OUTSTANDING AT ANY TIME OF $[__________].  THE OUTSTANDING PRINCIPAL AMOUNT OF THIS REVOLVING LIQUIDITY NOTE AT ANY TIME MAY BE LESS THAN SUCH MAXIMUM AMOUNT.  REPAYMENT OF THE OUTSTANDING PRINCIPAL AMOUNT OF THIS REVOLVING LIQUIDITY NOTE, AND OF INTEREST ACCRUED HEREON, IS SUBJECT TO THE AVAILABILITY OF FUNDS FOR SUCH PURPOSE AS SET FORTH IN ARTICLE V OF THE SALE AND SERVICING AGREEMENT REFERRED TO HEREIN, AND IS FULLY SUBORDINATED TO THE PAYMENT OF INTEREST ON AND PRINCIPAL OF CERTAIN OTHER SECURITIES ISSUED BY THE ISSUER HEREOF AND TO THE DEPOSIT INTO THE RESERVE ACCOUNT REFERRED TO HEREIN OF AMOUNTS REQUIRED TO BE DEPOSITED THEREIN.

THIS REVOLVING LIQUIDITY NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY, TOYOTA MOTOR CREDIT CORPORATION, TOYOTA AUTO FINANCE RECEIVALBES LLC, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.

THIS REVOLVING LIQUIDITY NOTE, OR A BENEFICIAL INTEREST HEREIN, MAY NOT BE TRANSFERRED UNLESS THE TRUSTEE HAS RECEIVED (I) A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN, TRUST OR ACCOUNT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN DEFINED IN SECTION 3(32) OF ERISA OR SECTION 414(d) OF THE CODE SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR

A-1

TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “BENEFIT PLAN”) AND IS NOT AN ENTITY INCLUDING AN INSURANCE COMPANY SEPARATE ACCOUNT OR AN INSURANCE COMPANY GENERAL ACCOUNT IF THE ASSETS IN ANY SUCH ACCOUNTS CONSTITUTE “PLAN ASSETS” FOR PURPOSES OF REGULATION SECTION 2510.3-101 OF ERISA WHOSE UNDERLYING ASSETS INCLUDE BENEFIT PLAN ASSETS BY REASON OF A BENEFIT PLAN’S INVESTMENT IN THE ENTITY AND (II) A CERTIFICATE TO THE EFFECT THAT IF THE TRANSFEREE IS A PARTNERSHIP, GRANTOR TRUST OR S CORPORATION FOR FEDERAL INCOME TAX PURPOSES (A “FLOW-THROUGH ENTITY”), ANY REVOLVING LIQUIDITY NOTES OWNED BY SUCH FLOW-THROUGH ENTITY WILL REPRESENT LESS THAN 50% OF THE VALUE OF ALL THE ASSETS OWNED BY SUCH FLOW-THROUGH ENTITY AND NO SPECIAL ALLOCATION OF INCOME, GAIN, LOSS, DEDUCTION OR CREDIT FROM SUCH REVOLVING LIQUIDITY NOTES WILL BE MADE AMONG THE BENEFICIAL OWNERS OF SUCH FLOW-THROUGH ENTITY.

IN ADDITION, NO RESALE OR OTHER TRANSFER OF THIS REVOLVING LIQUIDITY NOTE OR ANY INTEREST THEREIN SHALL BE PERMITTED UNLESS IMMEDIATELY AFTER GIVING EFFECT TO SUCH RESALE OR OTHER TRANSFER, THERE WOULD BE FEWER THAN 100 REVOLVING LIQUIDITY NOTEHOLDERS.

A-2

TOYOTA AUTO RECEIVABLES OWNER TRUST 20[__]-[__]

REVOLVING LIQUIDITY NOTE

Representing a

Maximum Amount of Funded Draws

outstanding at any time not to exceed

$[_________]

This certifies that TOYOTA MOTOR CREDIT CORPORATION (the “Holder”) is the registered owner of this Revolving Liquidity Note representing the right to receive the payment of certain Draws funded as described in the Revolving Liquidity Note Agreement (the “Revolving Liquidity Note Agreement”) dated as of [________], 20[__], between Toyota Auto Receivables Owner Trust 20[__]-[__], as issuer (the “Issuer”) and Toyota Motor Credit Corporation as initial holder hereof.  Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Revolving Liquidity Note Agreement and in the Sale and Servicing Agreement dated as of [________], 20[__], among the Issuer, Toyota Motor Credit Corporation (“TMCC”), as servicer, and TAFR LLC, as seller (the “Sale and Servicing Agreement”).

This Revolving Liquidity Note represents a 100% undivided interest in the right of the Holder to receive repayment in full of the aggregate amount of funded Draws and interest accrued thereon as and to the extent such amounts are payable in accordance with the Revolving Liquidity Note Agreement.  All of the provisions of the Revolving Liquidity Note Agreement and Sale and Servicing Agreement are incorporated by reference and comprise integral parts of this Revolving Liquidity Note.  The following summary of certain provisions thereof is not and does not purport to be complete.  By its acceptance hereof, the holder of this Revolving Liquidity Note (the “Holder”) assents to and is bound by the terms, provisions and conditions of the Revolving Liquidity Note Agreement, including the provisions thereof (i) setting forth the obligation of the Holder of this Revolving Liquidity Note to fund Draws as and when properly requested pursuant to Article II thereof, (ii) specifying that this Revolving Liquidity Note is secured only by certain assets of the Issuer and is payable only from certain collections in respect thereof that are available for such purpose in accordance with the priority of payments set forth in Article V of the Sale and Servicing Agreement, and (iii) specifying that all payments in respect of funded Draws and interest accrued thereon shall be fully subordinated to required payments to the holders of certain other securities issued by the Issuer and to required deposits into a specified reserve account established for the benefit of the holders of such other securities in accordance with the Sale and Servicing Agreement.

The “Undrawn Amount” of the Revolving Liquidity Note is an amount equal to $[__________] less an amount equal to the aggregate of all amounts funded pursuant to any previous Draw Requests that have not yet been repaid pursuant to Section 2.4 of the Revolving Liquidity Note Agreement, and increased by amounts repaid to the Holder pursuant to Section 2.4 of the Revolving Liquidity Note Agreement up to a maximum of $[__________] (interest accrued on the Revolving Liquidity Note not being considered an amount funded by the Holder for purposes of such calculation, and any amount paid in respect of such accrued interest will not be considered to increase the Undrawn Amount).  To the extent the entire Undrawn Amount is

A-3

fully funded pursuant to Section 2.2 of the Revolving Liquidity Note Agreement, the Undrawn Amount shall be reduced to zero and shall no longer be subject to draws.  Interest will accrue on the average daily outstanding excess of $[__________] over the Undrawn Amount from and including the date of any Draw to but excluding the date on which the Undrawn Amount is reduced to zero at [____]% per annum, calculated daily on the basis of a year of 365 or 366 days, as applicable.

Subject to the more detailed provisions concerning payments to be made to the Holder of the Revolving Liquidity Note set forth in the Revolving Liquidity Note Agreement and the Sale and Servicing Agreement, generally, repayment of Draws previously funded by the (or a) Holder of the Revolving Liquidity Note, and interest accrued thereon as described below, will be made on the 15th day of each calendar month, or if such day is not a Business Day, then on the next succeeding Business Day, to the extent funds are available therefor.  Notwithstanding the foregoing, if following liquidation of the Owner Trust Estate pursuant to Article IX of the Indenture the Trust has insufficient funds to make required payments to the Holder of the Revolving Liquidity Note pursuant to Article V of the Sale and Servicing Agreement, then all amounts due under the Revolving Liquidity Note will be deemed to have been paid in full and this Agreement shall terminate with no further payment owing from the Trust.

Prior to the termination of the Indenture, this Agreement may be amended by the Issuer and the Holder, with the consent of the Indenture Trustee, but without the consent of any of the Noteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that (i) such action shall not, as evidenced by an Opinion of Counsel delivered to the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or Certificateholders, and (ii) the Rating Agency Condition is satisfied.  After the termination of the Indenture, this Agreement may be amended in writing by the Issuer and the Holder without notice to or consent of any other Person.

Prior to the termination of the Indenture, the Holder may not transfer, assign or convey this Revolving Liquidity Note or the Revolving Liquidity Note Agreement unless: (i) the purported transferee, assignee or recipient of such conveyance has executed a written agreement to be bound by all of the terms and provisions of the Revolving Liquidity Note Agreement; (ii) such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or Certificateholders; and (iii) the Rating Agency Condition is satisfied.  The Revolving Liquidity Note may not be transferred, assigned or conveyed in part; any transfer, conveyance or assignment must be in respect of 100% of this Revolving Liquidity Note.  The Issuer (or the Administrator on behalf of the Issuer) will maintain a register in which it will record the name and contact information for each Holder.  No transfer, assignment or conveyance of this Revolving Liquidity Note will be effective prior to notice to the Issuer and the Indenture Trustee and recordation by the Issuer (or the Administrator on behalf of the Issuer) thereof in such register.

A-4

No recourse may be taken, directly or indirectly, with respect to the obligations of the Holder of this Revolving Liquidity Note under the Revolving Liquidity Note Agreement or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any Certificateholder or other owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any Certificateholder or other owner of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee, in their capacities as such, have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

By its acceptance of this Revolving Liquidity Note, the Holder agrees that it will not, prior to the date which is one year and one day after the termination of the Revolving Liquidity Note Agreement with respect to the Issuer or Seller, acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuer or Seller under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or Seller or any substantial part of the property of either of them, or ordering the winding up or liquidation of the affairs of the Issuer or Seller.

THIS REVOLVING LIQUIDITY NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA.

A-5

IN WITNESS WHEREOF, the Issuer has caused this Revolving Liquidity Note to be duly executed.

	TOYOTA AUTO RECEIVABLES 20[__]-[__] OWNER TRUST, as Issuer
	By:_____________________, not  in its individual  capacity but solely in its capacity as Owner Trustee
	By:____________________________________
	Name:
	Title:
Dated:  [________], 20[__]

A-6

EXHIBIT B

FORM OF REVOLVING LIQUIDITY NOTE DRAW REQUEST

Toyota Auto Receivables 20[__]-[__] Owner Trust

c/o ___________________

[Address]

Toyota Motor Credit Corporation

19001 South Western Avenue

Torrance, California  90509

Attn: Vice President, Treasury

Facsimile: (310) 468-5715

Re:        Toyota Auto Receivables 20[__]-[__] Owner Trust Revolving Liquidity Note Draw Request

Ladies and Gentlemen:

This notice confirms the Issuer’s request for a draw on the Revolving Liquidity Note pursuant to Section [2.1] [2.2] of the Revolving Liquidity Note Agreement in the principal amount of $[__________].  Please advance the requested drawn amount as set forth in Section 2.3 of the Revolving Liquidity Note Agreement.

Please acknowledge receipt of this notice by executing below and returning to the above-listed address.

Very truly yours,

[Administrator] [Indenture Trustee]

By:           ___________________________________

Name:

Title:

ACKNOWLEDGED:

Toyota Motor Credit Corporation

By:           ___________________________________

Name:

Title:

B-1

EX-5.1

Exhibits 5.1 and 23.1

May 17, 2013

Toyota Auto Finance Receivables LLC

19851 South Western Avenue EF 12

Torrance, California 90501

Toyota Motor Credit Corporation

19001 South Western Avenue

Torrance, California 90501

Re:          Toyota Auto Finance Receivables LLC 
Toyota Motor Credit Corporation
Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to Toyota Auto Finance Receivables LLC (“TAFR LLC”) and Toyota Motor Credit Corporation (“TMCC”), in connection with the preparation of a registration statement on Form S-3 (the “Registration Statement”) relating to the proposed offering from time to time in one or more series (each, a “Series”) by one or more trusts (each, an “Issuing Entity”) of asset backed notes (the “Notes”) and the proposed offering from time to time of demand notes by TMCC (the “TMCC Demand Notes”).  The Registration Statement has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”).  As set forth in the Registration Statement, each Series of Notes is to be issued under and pursuant to the terms of a separate trust agreement and amended and restated trust agreement, a sale and servicing agreement, an indenture and an administration agreement (each, an “Agreement”) among TAFR LLC, TMCC, an indenture trustee (the “Indenture Trustee”), an owner trustee (the “Owner Trustee”) and one or more other entities, each to be identified in the prospectus supplement for such Series of Notes.  The TMCC Demand Notes will be issued pursuant to a demand note indenture (the “Demand Note Indenture”) between TMCC and a demand note indenture trustee (the “Demand Note Indenture Trustee”) identified in the prospectus supplement for such TMCC Demand Notes.

As such counsel, we have examined and relied upon originals or copies of such corporate records, documents, agreements or other instruments of TAFR LLC and TMCC as we consider appropriate.  As to all matters of fact, we have entirely relied upon certificates of officers of TAFR LLC and TMCC and of public officials, and have assumed, without independent inquiry, the accuracy of those certificates.  In connection with this opinion, we have also examined and

relied upon the Registration Statement, the base prospectus and the form of prospectus supplement included therein.  In our examination, we have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form, and the legal competence of each individual executing any document.

Each opinion set forth below relating to the binding effect of the Notes or TMCC Demand Notes is subject to the following general qualifications:

(i) the enforceability of any obligation of the Issuing Entity or TMCC or otherwise may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, marshalling or other laws and rules affecting the enforcement generally of creditors’ rights and remedies (including such as may deny giving effect to waivers of debtors’ or guarantors’ rights); and

(ii) the enforcement of any rights may in all cases be subject to an implied duty of good faith and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

This opinion letter is limited solely to the internal, substantive laws of the State of New York as applied by courts located in New York without regard to choice of law.

Based upon and subject to the foregoing, we are of the opinion that each Series of Notes, when duly authorized by all requisite statutory trust action on the part of the related Issuing Entity, executed by the Owner Trustee and authenticated by the Indenture Trustee in accordance with the Indenture, and delivered against payment of the purchase price therefor as described in the Registration Statement, will be entitled to the benefits of the Indenture and will constitute the binding obligations of the applicable Issuing Entity, enforceable against such Issuing Entity in accordance with their terms.

Based upon and subject to the foregoing, we also are of the opinion that each series of TMCC Demand Notes, when duly authorized by all requisite corporate action of TMCC, executed and authenticated by the Demand Note Indenture Trustee in accordance with the Demand Note Indenture and sold as described in the Registration Statement, will be entitled to the benefits of the Demand Note Indenture and will constitute the binding obligations of TMCC, enforceable in accordance with their respective terms and the terms of such Demand Note Indenture.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to this firm under the heading “Legal Opinions” in the base prospectus and the related prospectus supplement.  In rendering the foregoing opinions and giving such consent, we do not admit that we are “experts” within the meaning of the Act.

Very truly yours,

/s/ Bingham McCutchen LLP

BINGHAM McCUTCHEN LLP

EX-8.1

Exhibits 8.1 and 23.1

May 17, 2013

Toyota Auto Finance Receivables LLC

19851 South Western Avenue EF 12

Torrance, California 90501

Toyota Motor Credit Corporation

19001 South Western Avenue

Torrance, California 90501

Re:          Toyota Auto Finance Receivables LLC 
Toyota Motor Credit Corporation
Registration Statement on Form S-3                                                                

Ladies and Gentlemen:

We have acted as special counsel to Toyota Auto Finance Receivables LLC (“TAFR LLC”) and Toyota Motor Credit Corporation (“TMCC”), in connection with the preparation of a registration statement on Form S-3 (the “Registration Statement”) relating to the proposed offering from time to time by one or more trusts in one or more series (each, a “Series”) of Asset Backed Notes (the “Notes”).  The Registration Statement has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). As set forth in the Registration Statement, each Series of Notes is to be issued under and pursuant to the conditions of a separate trust agreement and amended and restated trust agreement, a sale and servicing agreement, an indenture and an administration agreement (each, an “Agreement”) among TAFR LLC, TMCC, an indenture trustee (the “Indenture Trustee”), an owner trustee (the “Owner Trustee”) and one or more other entities, each to be identified in the prospectus supplement for such Series of Notes.

As such counsel, we have examined copies of the limited liability company agreement of TAFR LLC and the certificate of incorporation and by-laws of TMCC, the Registration Statement, the base prospectus (the “Prospectus”) and the form of prospectus supplement (the “Prospectus Supplement”) included therein, the form of each Agreement, and originals or copies of such other corporate minutes, records, agreements and other instruments of TAFR LLC and TMCC, certificates of public officials and other documents and have made such examinations of law, as we have deemed necessary to form the basis for the opinions hereinafter expressed. In our examination of such materials, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all copies submitted to us. As to various questions of fact material to such opinions, we have

relied, to the extent we deemed appropriate, upon representations, statements and certificates of officers and representatives of TAFR LLC, TMCC and others.

Attorneys involved in the preparation of this opinion letter are admitted to practice law in the State of New York and we do not express any opinion herein concerning any law other than the federal tax laws of the United States of America.

Based on the foregoing and consideration of such other matters as we have deemed appropriate, we are of the opinion that as of the date hereof, the statements in the Prospectus Supplement under the headings “Summary of Terms—Tax Status” and “Certain Federal Income Tax Consequences” and in the Prospectus under the headings “Summary of Terms—Tax Status” and “Certain Federal Income Tax Consequences,” insofar as they describe certain provisions of federal tax law or legal conclusions with respect thereto, are correct in all material respects.

Our opinion above is based upon our interpretations of current law, including the Internal Revenue Code of 1986, as amended, judicial decisions, administrative rulings and existing final and temporary Treasury regulations, which are subject to change both prospectively and retroactively, and upon the facts and assumptions discussed herein. This opinion letter is limited to the matters set forth herein, and no opinions are intended to be implied or may be inferred beyond those expressly stated herein.  We also note that the Prospectus and the Prospectus Supplement do not relate to a specific transaction and, accordingly, the descriptions of Federal income tax consequences referred to above may require modification in the context of a subsequent transaction.  In addition, our opinion is based on the assumption that the matter, if litigated, will be properly presented to the applicable court. Furthermore, our opinion is not binding on the Internal Revenue Service and there can be no assurance that the Internal Revenue Service will not take a contrary position.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement, to the references to this firm in the Prospectus and the related Prospectus Supplement which form a part of the Registration Statement and to the filing of this opinion as an exhibit to any application made by or on behalf of TAFR LLC, TMCC or any dealer in connection with the registration of the Notes under the securities or blue sky laws of any state or jurisdiction. In rendering the foregoing opinions and giving such consent, we do not admit that we are “experts” within the meaning of the Act.

Very truly yours,

/s/ Bingham McCutchen LLP

BINGHAM McCUTCHEN LLP

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated June 6, 2012 relating to the financial statements, which appears in Toyota Motor Credit Corporation's Annual Report on Form 10-K for the year ended March 31, 2012. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

May 15, 2013